Weekly Roundup: April 7-13, 2023

This roundup contains a collection of the posts published on the Forum during the week of April 7-13, 2023.

Paramount Global Settles CBS – Viacom Merger Lawsuit for $122.5 Million

Posted by Subodh Mishra, Institutional Shareholder Services, Inc., on Friday, April 7, 2023

Tags: Controlling shareholders, Delaware Court of Chancery, Governance standards, Mergers & acquisitions, SEC enforcement, Settlements

Chancery Court Provides Roadmap for Retroactive Validation of Shareholder Votes

Posted by Perrie Weiner, Aaron Goodman, and Paul Chander, Baker McKenzie, on Saturday, April 8, 2023

Tags: Delaware cases, Delaware Court of Chancery, Delaware law, Mergers & acquisitions, Shareholder voting, SPAC

What boards should know about balancing ESG critics and key stakeholders

Posted by Maria Castañón Moats, Paul DeNicola, and Matt DiGuiseppe, PricewaterhouseCoopers LLP, on Sunday, April 9, 2023

Tags: Board of Directors, ESG, ESG data, ESG disclosures, ESG Investment, esg reporting

DOJ Announces Changes to Corporate Compliance Program Evaluation Criteria

Posted by Justin P. Murphy, Julian L. André, and Sarah E. Walters, McDermott Will & Emery LLP, on Monday, April 10, 2023

Tags: compliance, Debt-like compensation, Disclosure, DOJ, process review, Sanctions

U.S. Say-On-Golden Parachute Failure Rate & CEO Golden Parachute Values in 2022

Posted by Subodh Mishra, Institutional Shareholder Services, Inc., on Monday, April 10, 2023

Tags: CEOs, equity awards, Golden parachutes, investor voting, Say on pay, severance packages

The Corporate Governance of Public Utilities

Posted by Aneil Kovvali (Indiana University) and Joshua Macey (University of Chicago), on Tuesday, April 11, 2023

Tags: Board of Directors, corporate control, Incentives, public utilities, Shareholder power, Shareholders

Using transparency to build trust: A corporate director’s guide

Posted by Maria Castañón Moats, Paul DeNicola, and Matt DiGuiseppe, PricewaterhouseCoopers LLP, on Tuesday, April 11, 2023

Tags: Board of Directors, board trust, Boardroom, investor voting, Stakeholders, Transparency

2022 Developments in U.S. Securities Fraud Class Actions Against Non-U.S. Issuers

Posted by Joni S. Jacobsen, David H. Kistenbroker, and Angela M. Liu, Dechert LLP, on Wednesday, April 12, 2023

Tags: circuit courts, Class actions, disclosures, Foreign issuers, SEC enforcement, Securities fraud

Use of Environmental and Social Metrics in Pay at Large U.S. Energy Companies: Trends and Observations

Posted by Subodh Mishra, Institutional Shareholder Services, Inc., on Wednesday, April 12, 2023

Tags: Disclosure, E&S, E&S Metrics, ESG, S&P 500, STI Program

The Oscillating Domains of Public and Private Markets

Posted by Alperen A. Gözlügöl (Leibniz Institute for Financial Research), Julian Greth (Leibniz Institute for Financial Research) and Tobias H. Tröger (Leibniz Institute for Financial Research) , on Thursday, April 13, 2023

Tags: Capital markets, corporate finance, investors, IPOs, public markets, Transparency

Key trends in investor voting policies from the 2022 (AGM) season

Posted by Dan Konigsburg and William Touche, Deloitte & Touche LLP, on Thursday, April 13, 2023

Tags: Board composition, Board of Directors, Climate change, dei, ESG, executive pay