Weekly Roundup: January 19-25, 2024

This roundup contains a collection of the posts published on the Forum during the week of January 19-25, 2024

Mergers and Acquisitions—2024

Posted by Victor Goldfeld, Mark Stagliano, and Mark Andriola, Wachtell, Lipton, Rosen & Katz, on Friday, January 19, 2024

Tags: Acquisition, Activism, Antitrust, Cross-border transactions, Energy, Healthcare, M&A, Merger, Private equity, technology

Chancery Court Confirms High Bar to Pleading Caremark Oversight Claims Against Officers

Posted by Gail Weinstein, Philip Richter, and Steven Epstein, Fried, Frank, Harris, Shriver & Jacobson LLP, on Saturday, January 20, 2024

Tags: Caremark, Court of Chancery, delaware, McDonald’s, officers, Segway v Cai

US Deals 2024 outlook

Posted by Colin Wittmer and John Potter, PricewaterhouseCoopers LLP, on Sunday, January 21, 2024

Tags: deal drivers, deal structures, deals, deals outlook, M&A, Private equity, technology

SEC enforcement against public companies – A recap of 2023

Posted by Robert A. Cohen and Fuad Rana, Davis Polk & Wardwell LLP, on Monday, January 22, 2024

Tags: Cybersecurity, ESG, Human capital, Public Companies, public company enforcement, SEC

Indexing and the Incorporation of Exogenous Information Shocks to Stock Prices

Posted by Randall Morck (Alberta School of Business) and M. Deniz Yavuz (Purdue University), on Monday, January 22, 2024

Tags: Currency Shocks, Index funds, Indexing, stock market, stock prices

Navigating ESG Fatigue in Shareholder Voting

Posted by Matteo Tonello, The Conference Board, on Monday, January 22, 2024

Tags: anti-ESG, directors, ESG, Executive Compensation, HCM, investors, Shareholder proposals, Shareholder voting, Shareholders

Chancery Court Invalidates Advance Notice Bylaws – Kellner v. AIM.

Posted by Gail Weinstein, Philip Richter, and Steven Epstein, Fried, Frank, Harris, Shriver & Jacobson LLP, on Tuesday, January 23, 2024

Tags: Activist, Advance Notice Bylaw, Blasius, Bylaw, Chancery, Coster, Kellner, Schnell, Stockholder, Unocal

When Myopic Managers Must Mark to Market

Posted by Adam Kolasinski (Texas A&M University), and Nan Yang (Hong Kong Polytechnic University), on Tuesday, January 23, 2024

Tags: Banks, CEOs, Executives, Liquidity

CSRD Compliance: A Stitch in Time Will Save Nine

Posted by Ben Herskowitz, Alanna Fishman, and Bryan Armstrong, FTI Consulting, on Tuesday, January 23, 2024

Tags: Corporate Sustainability Reporting Directive, CSRD, ESG, EU, reporting, reporting compliance

Global M&A Activity Endures Headwinds in 2023 and Displays Resilience Going Into 2024

Posted by Dohyun Kim, Skadden, Arps, Slate, Meagher & Flom LLP, on Wednesday, January 24, 2024

Tags: Activism, Carve-outs, Joint ventures, M&A, Spinoffs

Initiation Payments

Posted by Scott Hirst (Boston University), on Wednesday, January 24, 2024

Tags: Initiation Payments, Institutional Investors, Rule 14a-8, Shareholder proposals

Is Degrowth the Next Step in Stakeholder Governance?

Posted by Matt Orsagh, RISE Sustainable Investment Consultancy, on Wednesday, January 24, 2024

Tags: Degrowth, Environment, fiduciary duty, investment, Stakeholder governance, Sustainability

Corporate Governance Practices and Trends in Silicon Valley and at Large Companies Nationwide

Posted by Dave Bell and Ron Llewellyn, Fenwick & West LLP, on Thursday, January 25, 2024

Tags: Board composition, Board declassification, Board leadership, Boards of Directors, Classified boards, Corporate governance, Diversity, Dual-class stock, Executive ownership, Majority voting, Outside directors, Public firms, Shareholder proposals, Surveys, Tech companies

Statement by Commissioner Uyeda on Final Rules Regarding SPACs, Shell Companies, and Projections

Posted by Mark T. Uyeda, U.S. Securities and Exchange Commission, on Thursday, January 25, 2024

Tags: IPOs, SEC, Shell Companies, SPACs, Special purpose acquisition companies

Statement by Chair Gensler on Final Rules Regarding SPACs, Shell Companies, and Projections

Posted by Gary Gensler, U.S. Securities and Exchange Commission, on Thursday, January 25, 2024