Weekly Roundup: November 16-22

This roundup contains a collection of the posts published on the Forum during the week of November 16–22, 2018.

The Proxy Process Roundtable

Posted by Elad L. Roisman, U.S. Securities and Exchange Commission, on Friday, November 16, 2018

Tags: Disclosure, Fund managers, Glass Lewis, Index funds, Institutional Investors, ISS, Proxy advisors, Proxy voting, SEC, Securities regulation, Shareholder proposals, Shareholder voting

The Perils of Dell’s Low-Voting Stock

Posted by Lucian A. Bebchuk (Harvard Law School) and Kobi Kastiel (Tel Aviv University), on Friday, November 16, 2018

Tags: Agency costs, Charter & bylaws, Controlling shareholders, Dell, Dual-class stock, Entrenchment, IPOs, Long-Term value, Management, Minority shareholders, Ownership structure, Public firms, Risk, Shareholder power, Shareholder value

MFW’s “Ab Initio” Requirements for Business Judgement Rule Review

Posted by Joshua Apfelroth, Jason Halper, and William Mills, Cadwalader, Wickersham & Taft LLP, on Saturday, November 17, 2018

Tags: Boards of Directors, Business judgment rule, Class actions, Conflicts of interest, Controlling shareholders, Delaware cases, Delaware law, Duty of care, Going private, MFW, Securities regulation, Special committees

Reforming the Community Reinvestment Act Regulatory Framework

Posted by Gregory W. Meeks, U.S. House of Representatives, on Saturday, November 17, 2018

Tags: Banks, Capital formation, Community Reinvestment Act, Credit supply, Financial institutions, Financial regulation, OCC, Small firms, US House

Drafting Considerations from the MAC Decision

Posted by Gail Weinstein, Steven Epstein, Matthew V. Soran, and Fried, Frank, Harris, Shriver & Jacobson LLP, on Sunday, November 18, 2018

Tags: Acquisition agreements, Compliance and disclosure interpretation, Contracts, Covenants, Delaware cases, Delaware law, Materiality, Merger litigation, Mergers & acquisitions

A Brief Survey of Environmental, Social, and Governance Disclosure in Canada

Posted by Ravipal S. Bains, McMillan LLP, on Sunday, November 18, 2018

Tags: Accounting standards, Canada, Disclosure, Environmental disclosure, ESG, Institutional Investors, International governance, Securities regulation, Sustainability

Implementing Internal Controls in Cyberspace—Old Wine, New Skins

Posted by Keith Higgins and Marvin Tagaban, Ropes & Gray LLP, on Monday, November 19, 2018

Tags: Accounting, Cybersecurity, Internal auditors, Risk, Risk oversight, SEC, SEC enforcement, Securities enforcement, Securities regulation

Women in the Boardroom and Cultural Beliefs about Gender Roles

Posted by R. David McLean (Georgetown University), Christo A. Pirinsky (University of Central Florida), and Mengxin Zhao (U.S. Securities and Exchange Commission), on Monday, November 19, 2018

Tags: Board composition, Boards of Directors, Corporate culture, Diversity, International governance, Labor markets, Management, Manager characteristics

The Standard of Review for Dell’s IPO

Posted by Jeffrey L. Kochian, Stuart E. Leblang, and Jason Sison, Akin Gump Strauss Hauer & Feld LLP, on Monday, November 19, 2018

Tags: Carl Icahn, Dell, Fairness review, Hedge funds, IPOs, Mergers & acquisitions, Securities regulation, Shareholder activism, Shareholder meetings, Shareholder voting

Bull or Bear? How the Market Reacts to Data Breach News

Posted by Craig A. Newman and Maren J. Messing, Patterson Belknap Webb & Tyler LLP, on Tuesday, November 20, 2018

Tags: Cybersecurity, Disclosure, Information environment, Long-Term value, Market reaction, Risk management, Shareholder value, Stock performance

Are CEOs Paid Extra for Riskier Pay Packages?

Posted by Ana M. Albuquerque (Boston University), on Tuesday, November 20, 2018

Tags: Behavioral finance, Executive Compensation, Executive performance, Incentives, Management, Moral hazard, Pay for performance, Risk-taking

Today’s Independent Board Leadership Landscape

Posted by Steve W. Klemash, Jamie C. Smith, and Kellie C. Huennekens, EY Center for Board Matters, on Tuesday, November 20, 2018

Tags: Board composition, Board independence, Board leadership, Boards of Directors, Disclosure, Engagement, Lead directors, Non-executive chairman

What Happened at the SEC’s Proxy Process Roundtable?

Posted by Cydney Posner, Cooley LLP, on Wednesday, November 21, 2018

Tags: Conflicts of interest, Glass Lewis, Institutional Investors, ISS, Proxy advisors, Proxy voting, Rule 14a-8, SEC, Securities regulation, Shareholder proposals

The Myth of Morrison: Securities Fraud Litigation Against Foreign Issuers

Posted by Steven Davidoff Solomon (UC Berkeley School of Law), on Wednesday, November 21, 2018

Tags: Extraterritoriality, Foreign firms, International governance, Jurisdiction, Morrison v. National Australia, Rule 10b-5, Securities fraud, Securities litigation

Statement of Record for SEC Roundtable on the Proxy Process

Posted by Katherine Rabin, Glass, Lewis & Co., on Wednesday, November 21, 2018

Tags: Conflicts of interest, Glass Lewis, Institutional Investors, Investment advisers, Proxy advisors, Proxy voting, SEC, Securities regulation, Shareholder voting

“Reasonable Efforts” Clauses in Delaware: One Size Fits All, Unless…

Posted by Peter Atkins and Edward Micheletti, Skadden, Arps, Slate, Meagher & Flom LLP, on Thursday, November 22, 2018

Tags: Acquisition agreements, Contracts, Delaware cases, Delaware law, Merger litigation, Mergers & acquisitions, Termination