Weekly Roundup: May 20-26, 2022

This roundup contains a collection of the posts published on the Forum during the week of May 20-26, 2022.

SEC Files Fraud Complaint over False Safety Claims

Posted by Jason Halper, Mark Beardsworth, and Duncan Grieve, Cadwalader, Wickersham & Taft LLP, on Friday, May 20, 2022

Tags: Brazil, Corporate crime, Disclosure, ESG, International corporate governance, Misconduct, SEC, SEC enforcement, Securities enforcement, Stakeholders

A Tale of Two Networks: Common Ownership and Product Market Rivalry

Posted by Florian Ederer (Yale) and Bruno Pellegrino (University of Maryland), on Friday, May 20, 2022

Tags: Antitrust, Capital markets, Common ownership, Institutional Investors, Shared ownership

Mutual Fund Directors Governance Survey

Posted by Bernadette Geis, PricewaterhouseCoopers LLP, on Saturday, May 21, 2022

Tags: Board composition, Board dynamics, Boards of Directors, COVID-19, Diversity, ESG, Human capital, Institutional Investors, Mutual funds, Surveys

Disclosures Pertaining to Russia’s Invasion of Ukraine

Posted by Catherine M. Clarkin, Robert W. Downes, and Sarah P. Payne, Sullivan & Cromwell LLP, on Sunday, May 22, 2022

Tags: Disclosure, ESG, International governance, Russia, SEC, SEC rulemaking, Securities regulation, Ukraine

Recent Delaware Corporate Law Trends and Developments

Posted by Edward B. Micheletti, Jenness E. Parker, and Lauren N. Rosenello, Skadden, Arps, Slate, Meagher & Flom LLP, on Monday, May 23, 2022

Tags: Books and records, Corwin, Delaware cases, Delaware law, Derivative suits, Merger litigation, Mergers & acquisitions, Securities litigation, SPACs

Why private company boards need outside directors

Posted by Maria Moats, Shawn Panson, and Carin Robinson, PricewaterhouseCoopers LLP, on Monday, May 23, 2022

Tags: Board composition, Board dynamics, Board independence, Board oversight, Board performance, Boards of Directors, ESG, Outside directors, Private firms

Will Corporations Deliver Value to All Stakeholders?

Posted by Lucian Bebchuk and Roberto Tallarita (Harvard Law School), on Monday, May 23, 2022

Tags: Business Roundtable, Charter & bylaws, Corporate purpose, Director compensation, ESG, Shareholder primacy, Shareholder proposals, Stakeholders

ESG Disclosure Rules and the SEC’s Mission

Posted by Cydney Posner, Cooley LLP, on Tuesday, May 24, 2022

Tags: Climate change, Environmental disclosure, ESG, SEC, SEC rulemaking, Securities regulation

Banking’s Climate Conundrum

Posted by Jeremy C. Kress (University of Michigan), on Tuesday, May 24, 2022

Tags: Banks, Capital requirements, Climate change, Credit supply, Dodd-Frank Act, ESG, Financial institutions, Financial regulation, Ratings agencies, Risk management

ESG Incentives and Executives

Posted by Ira T. Kay, Mike Kesner, and Joadi Oglesby, Pay Governance LLC, on Tuesday, May 24, 2022

Tags: Compensation committees, ESG, Executive Compensation, Incentives, Pay for performance, Performance measures

Hell or High Water Provisions in Merger Agreements: A Practical Approach

Posted by Stephen Fraidin, Joel Mitnick, and Ross Steinberg, Cadwalader, Wickersham & Taft LLP, on Wednesday, May 25, 2022

Tags: Acquisition agreements, Antitrust, DOJ, FTC, Merger litigation, Mergers & acquisitions, Securities enforcement

The Cost of Proxy Contests

Posted by Michael R. Levin, The Activist Investor, on Wednesday, May 25, 2022

Tags: Institutional Investors, Proxy contests, Proxy voting, Securities regulation, Shareholder voting, Solicitation, Universal proxy ballots

Nosedive: Boeing and the Corruption of the Deferred Prosecution Agreement

Posted by John C. Coffee (Columbia University), on Wednesday, May 25, 2022

Tags: Boeing, Corporate crime, Corporate liability, Corporate Social Responsibility, Deferred prosecution agreements, DOJ, Jurisdiction, Misconduct, Yates memo

Statement by Commissioner Lee on ESG Disclosures Proposal

Posted by Allison Herren Lee, U.S. Securities and Exchange Commission, on Thursday, May 26, 2022

Tags: Climate change, Disclosure, Environmental disclosure, ESG, Greenwashing, Institutional Investors, Materiality, SEC, SEC rulemaking, Securities regulation, Sustainability

Statement by Commissioner Peirce on ESG Disclosures Proposal

Posted by Hester M. Peirce, U.S. Securities and Exchange Commission, on Thursday, May 26, 2022