Weekly Roundup: May 22

This roundup contains a collection of the posts published on the Forum during the week of May 22–28, 2020.

Statement by Commissioner Lee on Financial Disclosures About Acquired and Disposed Businesses

Posted by Allison Herren Lee, U.S. Securities and Exchange Commission, on Friday, May 22, 2020

Tags: COVID-19, Disclosure, Financial reporting, Mergers & acquisitions, Reporting regulation, SEC, SEC rulemaking, Securities regulation, Transparency

Remarks by Commissioner Peirce at Meeting of the SEC Investor Advisory Committee

Posted by Hester Peirce, U.S. Securities and Exchange Commission, on Friday, May 22, 2020

Tags: Disclosure, Environmental disclosure, ESG, SEC, Securities regulation, Stakeholders, Transparency

Whataday for Special Committees: Committee Formation Requirements in Non-MFW Scenarios

Posted by Barbara Borden and Caitlin Gibson, Cooley LLP, on Saturday, May 23, 2020

Tags: Boards of Directors, Books and records, Conflicts of interest, Controlling shareholders, Corwin, Delaware cases, Financial advisers, Going private, Merger litigation, Mergers & acquisitions, Securities litigation

Human Capital: Key Findings from a Survey of Public Company Directors

Posted by Stephen Klemash, Jennifer Lee, and Jamie Smith, EY Center for Board Matters, on Sunday, May 24, 2020

Tags: Boards of Directors, Corporate culture, ESG, Human capital, Labor markets, Long-Term value, Management, Surveys

Recent Delaware Court of Chancery Decision Sustains Another Caremark Claim at the Pleading Stage

Posted by Meredith Kotler, Pamela Marcogliese, and Marques Tracy, Freshfields Bruckhaus Deringer LLP, on Monday, May 25, 2020

Tags: Audit committee, Board oversight, Boards of Directors, Caremark, Delaware cases, Delaware law, Director liability, Liability standards, Oversight, Securities litigation, Shareholder suits

The Blue Bell Dairy CEO Indictment and its Implications for Executive Liability

Posted by Michael W. Peregrine and David S. Rosenbloom, McDermott Will & Emery, on Tuesday, May 26, 2020

Tags: Boards of Directors, Compliance and disclosure interpretation, Corporate crime, Corporate fraud, Corporate liability, Corporate Social Responsibility, Management, Securities litigation, Transparency

Board Oversight in Light of COVID-19 and Recent Delaware Decisions

Posted by Holly J. Gregory, Thomas A. Cole and Claire Holland, Sidley Austin LLP, on Tuesday, May 26, 2020

Tags: Board oversight, Caremark, Compliance and disclosure interpretation, COVID-19, Delaware cases, Delaware law, Director liability, Fiduciary duties, Liability standards, Securities litigation

Three Is Not A Trend: Another Caremark Claim Survives A Motion To Dismiss, But Does Not Reflect A Change In The Law

Posted by Nicholas D. Mozal and David A. Seal, Potter Anderson & Corroon LLP, on Wednesday, May 27, 2020

Tags: Accounting, Audit committee, Boards of Directors, Books and records, Caremark, Delaware cases, Delaware law, Disclosure, Discovery, Merger litigation, Mergers & acquisitions

On the Purpose of the Corporation

Posted by Martin Lipton, William Savitt, and Karessa L. Cain, Wachtell, Lipton, Rosen & Katz, on Wednesday, May 27, 2020

Tags: Boards of Directors, Corporate Social Responsibility, COVID-19, ESG, International governance, Long-Term value, Profitability, Shareholder value, Stakeholders, Sustainability

Material Adverse Effect Clauses and the COVID-19 Pandemic

Posted by Robert T. Miller (University of Iowa), on Thursday, May 28, 2020

Tags: Acquisition agreements, COVID-19, Delaware law, Materiality, Merger litigation, Mergers & acquisitions, Systemic risk

Recommendation from the Investor-as-Owner Subcommittee of the SEC Investor Advisory Committee Relating to ESG Disclosure

Posted by Allison Bennington, SEC Investor-as-Owner Subcommittee, on Thursday, May 28, 2020

Tags: Disclosure, Environmental disclosure, ESG, Institutional Investors, Materiality, Securities regulation, Stakeholders, Sustainability

Opening Remarks by Chairman Clayton at the Meeting of the Asset Management Advisory Committee

Posted by Jay Clayton, U.S. Securities and Exchange Commission, on Thursday, May 28, 2020

Tags: Asset management, COVID-19, ESG, Institutional Investors, Investment advisers, Investor protection, Securities regulation

Weekly Roundup: May 22–28, 2020