Weekly Roundup: April 13

This roundup contains a collection of the posts published on the Forum during the week of April 13–19, 2018.

2018 Proposed Amendments to the Delaware General Corporation Law

Posted by John Mark Zeberkiewicz and Stephanie Norman, Richards, Layton & Finger, P.A., on Friday, April 13, 2018

Tags: Appraisal rights, Charter & bylaws, Delaware law, DGCL, DGCL Section 102, DGCL Section 204, DGCL Section 205, DGCL Section 262, Mergers & acquisitions, Shareholder voting, State law

Dodd-Frank is a Pigouvian Regulation

Posted by Aaron M. Levine (Sullivan & Cromwell LLP) and Joshua C. Macey, on Friday, April 13, 2018

Tags: Capital requirements, Compliance and disclosure interpretation, Divestitures, Dodd-Frank Act, Financial institutions, Financial regulation, Incentives, Risk, Risk management, SIFIs, Spinoffs, Systemic risk

Portfolio Manager Compensation in the U.S. Mutual Fund Industry

Posted by Linlin Ma (Northeastern University), Yuehua Tang University of Florida), and Juan-Pedro Gomez (IE University Business School), on Saturday, April 14, 2018

Tags: Agency costs, Asset management, Compensation regulation, Contracts, Financial institutions, Financial regulation, Fund managers, Fund performance, Incentives, Mutual funds, Ownership structure, Profitability, Securities regulation

Are Dual-Class Companies Harmful to Stockholders? A Preliminary Review of the Evidence

Posted by David J. Berger (Wilson Sonsini Goodrich & Rosati) and Laurie Simon Hodrick (Stanford Law School), on Sunday, April 15, 2018

Tags: Boards of Directors, Capital structure, Controlling shareholders, Dual-class stock, Firm performance, Index funds, Institutional Investors, Minority shareholders, Shareholder primacy, Shareholder voting

Activists are Hereby on Notice: Board Authority to Reject Deficient Director Nominations

Posted by Kai Haakon Liekefett, Andrew W. Stern, and Beth E. Peev, Sidley Austin LLP, on Monday, April 16, 2018

Tags: Advanced notice, Boards of Directors, Charter & bylaws, Shareholder activism, Shareholder meetings, Shareholder nominations, Shareholder proposals, Shareholder voting, State law

Tax-Exempt Lobbying: Corporate Philanthropy as a Tool for Political Influence

Posted by Raymond J. Fisman (Boston University), on Monday, April 16, 2018

Tags: Corporate Social Responsibility, Lobbying, Philanthropy, Political spending, Taxation

Median Employee Pay Not Quite the Spectacle Anticipated

Posted by Deb Lifshey, Pearl Meyer & Partners, LLC, on Tuesday, April 17, 2018

Tags: Compensation disclosure, Compensation ratios, Disclosure, Dodd-Frank Act, Executive Compensation, Public firms, Public perception

Appraisal Rights: Navigating the Maze After DFC Global, Dell, and Aruba

Posted by Jeffrey J. Rosen and William D. Regner, Debevoise & Plimpton LLP, on Tuesday, April 17, 2018

Tags: Agency costs, Appraisal rights, deal, Delaware cases, Delaware law, Fair values, Firm valuation, In re Appraisal of Dell, In re Appraisal of DFC Global, Mergers & acquisitions, Shareholder suits, Target firms

The Investor View on Executive Compensation in 2018

Posted by Chris Wightman and David Martin, CamberView Partners LLC, on Wednesday, April 18, 2018

Tags: Compensation disclosure, Compensation ratios, Disclosure, Executive Compensation, Institutional Investors, Say on pay, Section 162(m), Securities regulation

Ten Crypto-Financing Caveats

Posted by John Reed Stark, John Reed Stark Consulting, LLC, on Wednesday, April 18, 2018

Tags: Blockchain, Cryptocurrency, Equity offerings, Financial technology, FinCEN, Howey test, ICOs, Money laundering, SEC, SEC enforcement, Securities enforcement, Securities fraud, Securities regulation

HLS Program Seeks Academic Fellows

Posted by Matt Filosa, Harvard Law School, on Wednesday, April 18, 2018

Tags:

How Should Financial Regulators Handle the Bitcoin Era?

Posted by William Magnuson (Texas A&M Law School), on Thursday, April 19, 2018

Tags: Banks, Bitcoin, Blockchain, Crowdfunding, Cryptocurrency, Financial institutions, Financial regulation, Financial technology, ICOs, SEC, Securities enforcement, Securities regulation, Systemic risk

Measuring Effectiveness: Roadmap to Assessing System-Level and SDG Investing

Posted by Steve Lydenberg and William Burckart, The Investment Integration Project, on Thursday, April 19, 2018

Tags: Climate change, Corporate Social Responsibility, Environmental disclosure, ESG, Impact investing, Information environment, Sustainability, Transparency

The Importance of Alleging Control: Between Corwin and MFW

Posted by Steven M. Haas and Meghan Garrant, Hunton Andrews Kurth LLP, on Thursday, April 19, 2018

Tags: Business judgment rule, Controlling shareholders, Corwin, Cross-border transactions, Delaware cases, Delaware law, Fairness review, Fiduciary duties, Merger litigation, Mergers & acquisitions, REITs

Weekly Roundup: April 13–19, 2018