Weekly Roundup: September 16-22, 2022

This roundup contains a collection of the posts published on the Forum during the week of September 16-22, 2022

CEO Political Leanings and Store-Level Economic Activity during COVID-19 Crisis: Effects on Shareholder Value and Public Health

Posted by John Bizjak (Texas Christian University), on Friday, September 16, 2022

Tags: COVID-19, ESG, Human capital, Political spending, Shareholder value, Stakeholders

A Primer on DAOs

Posted by Gail Weinstein, Steven Lofchie, and Jason Schwartz, Fried, Frank, Harris, Shriver & Jacobson LLP, on Saturday, September 17, 2022

Tags: Blockchain, Corporate forms, Crowdfunding, Cryptocurrency, DAOs, Financial technology, Howey test, LLCs, OFAC

Risk Management and the Board of Directors

Posted by Martin Lipton, Wachtell, Lipton, Rosen & Katz, on Saturday, September 17, 2022

Tags: Boards of Directors, Cybersecurity, Delaware law, ESG, Institutional Investors, Risk management, SEC, Shareholder activism, Shareholder voting

“Pay Versus Performance” Rule Increase Disclosure Obligations for Public Firms

Posted by Brandon Gantus, Lori Goodman, and Nicole Foster, Freshfields Bruckhaus Deringer LLP, on Sunday, September 18, 2022

Tags: Compensation disclosure, Dodd-Frank Act, Executive Compensation, Firm performance, Pay for performance, Performance measures, SEC, SEC rulemaking, Shareholder value

ESG, Stakeholder Governance, and the Duty of the Corporation

Posted by Martin Lipton, Wachtell, Lipton, Rosen & Katz, on Sunday, September 18, 2022

Tags: Corporate purpose, ESG, Shareholder value, Stakeholders, Stewardship, Sustainability

The Global ESG Regulatory Framework Toughens Up

Posted by Chris McGarry, Jacquelyn MacLennan, and Clare Connellan, White & Case LLP, on Monday, September 19, 2022

Tags: Climate change, Environmental disclosure, ESG, EU, Europe, International governance, SEC, Securities regulation, Sustainability

CEO Succession Practices in the Russell 3000 and S&P 500: 2022 Edition

Posted by Matteo Tonello (The Conference Board, Inc.) and Jason D. Schloetzer (Georgetown University), on Monday, September 19, 2022

Tags: Boards of Directors, COVID-19, Diversity, Executive turnover, Risk management, Succession

Delaware’s Shifting Judicial Role in Business Governance

Posted by Randall S. Thomas (Vanderbilt University – Law School) , Robert B. Thompson (Georgetown University Law Center), and Harwell Wells (Temple University – James E. Beasley School of Law), on Tuesday, September 20, 2022

Tags: Corporate governance, Delaware cases, Delaware law, Fiduciary duties, LLCs, Mergers & acquisitions

Safeguarding Trust: The Board’s Role in Integrating ESG and ERM

Posted by Maria Castañón Moats and Jamie Gamble, PricewaterhouseCoopers LLP, on Tuesday, September 20, 2022

Tags: Boards of Directors, ESG, Management, Risk management, Stakeholders

What’s Next for US M&A

Posted by Gregory Pryor and Michael Deyong, White & Case LLP, on Wednesday, September 21, 2022

Tags: Due diligence, ESG, Institutional Investors, International governance, Mergers & acquisitions, Private equity, Supply chain, UK

SEC Issues Final Rules for Pay Versus Performance Disclosure

Posted by Daniel Laddin and Louisa Heywood, Compensation Advisory Partners, on Wednesday, September 21, 2022

Tags: Disclosure, Dodd-Frank Act, Dodd-Frank s.953, Equity-based compensation, Executive Compensation, Firm performance, GAAP, SEC rulemaking, Stakeholders

Chancery Court Enjoins Annual Meeting in Defense of Stockholder Franchise

Posted by Andrew Freedman, Lori Marks-Esterman, and Kenneth Silverman, Olshan Frome Wolosky LLP, on Thursday, September 22, 2022

Tags: Boards of Directors, Delaware cases, Delaware law, Securities litigation, Shareholder meetings, Shareholder suits, Shareholder voting

Sarbanes-Oxley § 404 at Twenty

Posted by Stephen M. Bainbridge (UCLA), on Thursday, September 22, 2022

Tags: Financial reporting, Internal control, regulation, Sarbanes–Oxley Act, SOX, SOX Section 404