Weekly Roundup: June 24-30, 2022

Weekly Roundup
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This roundup contains a collection of the posts published on the Forum during the week of June 24-30, 2022.

The Lessons Behind Women’s Gains in Board Leadership

Posted by Molly Stutzman, JUST Capital, on Friday, June 24, 2022

Tags: Board composition, Boards of Directors, Diversity, Engagement, ESG, Institutional Investors

It Pays For Companies To Leave Russia

Posted by Jeffrey A. Sonnenfeld (Yale School of Management), on Friday, June 24, 2022

Tags: Corporate Social Responsibility, International governance, Reputation, Risk, Risk management, Russia, Ukraine

Avoiding “Entire Fairness” Review in Claims against SPAC Boards through Corwin

Posted by James Jian Hu and Andrew Hammond, White & Case LLP, on Saturday, June 25, 2022

Tags: Boards of Directors, Controlling shareholders, Corwin, Delaware cases, Delaware law, Fairness review, Merger litigation, Mergers & acquisitions, SPACs, Special purpose vehicles

Paying Well By Paying for Good

Posted by Phillippa O’Connor and Tom Gosling, PricewaterhouseCoopers UK, on Saturday, June 25, 2022

Tags: ESG, Executive Compensation, Incentives, Long-Term value, Pay for performance, Performance measures, SASB, Stakeholders, Sustainability

Long-Awaited ESG Rules

Posted by Mary Beth Houlihan, Brad Green, and David Marcinkus, Kirkland & Ellis LLP, on Sunday, June 26, 2022

Tags: Climate change, Environmental disclosure, ESG, Institutional Investors, Say on climate, SEC, SEC rulemaking, Securities regulation, Sustainability

Chancery Court Accepts “Novel Theory” of Liability for Directors

Posted by Gail Weinstein, Scott B. Luftglass, and Amy L. Blackman, Fried, Frank, Harris, Shriver & Jacobson LLP, on Monday, June 27, 2022

Tags: Delaware cases, Delaware law, Director liability, Equity-based compensation, Executive Compensation, Fiduciary duties, Liability standards, Securities litigation, Shareholder suits

Eclipse of Rent-Sharing: The Effects of Managers’ Business Education on Wages and the Labor Share in the US and Denmark

Posted by Daron Acemoglu (MIT), Alex He (University of Maryland), and Daniel le Maire (University of Copenhagen), on Monday, June 27, 2022

Tags: Compensation ratios, Denmark, Executive Compensation, International governance, Labor markets, Management, Shareholder value

Enhancing the Transparency of ESG Investing and Stewardship

Posted by Nichol Garzon-Mitchell, Glass, Lewis & Co., on Monday, June 27, 2022

Tags: Engagement, Environmental disclosure, ESG, Glass Lewis, Greenwashing, Institutional Investors, Proxy advisors, SEC, SEC rulemaking, Securities regulation, Shareholder voting

Amendments to Expand Fund “Names Rule”

Posted by Eric Diamond, Donald Crawshaw, and William G. Farrar, Sullivan & Cromwell LLP, on Tuesday, June 28, 2022

Tags: Asset management, ESG, Institutional Investors, SEC, SEC rulemaking, Securities regulation, Sustainability

The High Impact Behaviors of the Most Effective Directors

Posted by Rusty O’Kelley, Rich Fields, and Laura Sanderson, Russell Reynolds Associates, on Tuesday, June 28, 2022

Tags: Board dynamics, Board evaluation, Board performance, Boards of Directors, Corporate culture, Director qualifications, Diversity, International governance

The Enhancement and Standardization of Climate-Related Disclosures for Investors

Posted by Leo E. Strine, Jr. (University of Pennsylvania), on Tuesday, June 28, 2022

Tags: Climate change, Disclosure, Environmental disclosure, ESG, Investor protection, SEC, SEC rulemaking, Securities regulation, Sustainability

SEC Enforcement Developments

Posted by Michael Birnbaum, Jina Choi, and Haimavathi Marlier, Morrison & Foerster LLP, on Wednesday, June 29, 2022

Tags: Cryptocurrency, Disclosure, DOJ, ESG, SEC, SEC enforcement, Securities enforcement, Securities fraud, Securities regulation

The Jarkesy Decision and Ramifications for Administrative Proceedings

Posted by Robert Stebbins, Abigail Edwards, and Ariel Blask, Willkie Farr & Gallagher LLP, on Wednesday, June 29, 2022

Tags: Administrative proceedings, SEC, SEC enforcement, Securities enforcement, Securities fraud, Securities regulation, U.S. federal courts

Disclosure of the Extent to which Firms Invest in their Workforce

Posted by Colleen Honigsberg (Stanford Law School) and Shivaram Rajgopal (Columbia Business School), on Wednesday, June 29, 2022

Tags: Accounting, Disclosure, ESG, Human capital, Labor markets, SEC, SEC rulemaking, Securities regulation

Resetting Expectations (and Goals) on Stock Price Mega Grants

Posted by Jonathan Katz and Michael Arnold, Cravath, Swaine & Moore LLP, on Thursday, June 30, 2022

Tags: Equity-based compensation, Executive Compensation, Incentives, Institutional Investors, Say on pay, Stock options

Value Creation in Shareholder Activism

Posted by Rui Albuquerque (Boston College), Vyacheslav Fos (Boston College), and Enrique Schroth (EDHEC Business School), on Thursday, June 30, 2022

Tags: Disclosure, Hedge funds, Institutional Investors, Market reaction, Ownership, Schedule 13D, Schedule 13G, Shareholder activism

The Impact of Technology on Climate Oversight: What Board Directors Need to Know

Posted by Maria Moats and Mitra Best, PricewaterhouseCoopers LLP, on Thursday, June 30, 2022

Tags: Artificial intelligence, Blockchain, Boards of Directors, Climate change, ESG, Risk oversight, Sustainability