Weekly Roundup: November 6

This roundup contains a collection of the posts published on the Forum during the week of November 6–12, 2020.

SEC Proposes Limited Exemption for Finders

Posted by Brian T. Daly, Marc E. Elovitz, and Craig S. Warkol, Schulte Roth & Zabel LLP, on Friday, November 6, 2020

Tags: Broker-dealers, Capital formation, Equity offerings, Investor protection, Registration exemptions, SEC, SEC rulemaking, Securities regulation, Solicitation

Avoiding Blowback from Your Stock Buyback

Posted by Daniel Wolf and Joshua Korff, Kirkland & Ellis LLP, on Friday, November 6, 2020

Tags: Compliance & ethics, Information asymmetries, Inside information, Insider trading, Repurchases, SEC, SEC enforcement, Securities enforcement, Securities fraud, Securities regulation

Securities Litigation Trends During COVID-19

Posted by Blair Connelly, Colleen C. Smith, and Cindy Guan, Latham & Watkins LLP, on Saturday, November 7, 2020

Tags: Boards of Directors, COVID-19, Derivative suits, Risk disclosure, SEC enforcement, Securities enforcement, Securities fraud, Securities litigation, Shareholder suits

Evolving Compensation Responses to the Global Pandemic

Posted by Mike Kesner, Sandra Pace, and John Sinkular, Pay Governance LLC, on Saturday, November 7, 2020

Tags: Boards of Directors, COVID-19, Executive Compensation, Firm performance, Incentives, Management, Pay for performance, Say on pay

SEC Adopts Amendments to Auditor Independence Rules

Posted by Charles F. Smith, Brian V. Breheny, and Andrew J. Fuchs, Skadden, Arps, Slate, Meagher & Flom LLP, on Sunday, November 8, 2020

Tags: Accounting, Audit committee, Audits, Compliance & ethics, Disclosure, External auditors, SEC, SEC enforcement, Securities enforcement, Securities regulation

The Comeback of Hostile Takeovers

Posted by Kai Liekefett, Sidley Austin LLP, on Sunday, November 8, 2020

Tags: Acquisitions, Engagement, Hostile takeover, Institutional Investors, Mergers & acquisitions, Poison pills, Shareholder activism, Takeover defenses

Rising Threat of Securities Liability for SPAC Sponsors

Posted by Adam Brenneman, Nicolas Grabar, and Jared Gerber, Cleary Gottlieb Steen & Hamilton LLP, on Monday, November 9, 2020

Tags: Liability standards, Merger litigation, Mergers & acquisitions, Rule 10b-5, Securities fraud, Securities regulation, Special purpose vehicles

The Return on Purpose: Before and During a Crisis

Posted by Gregory V. Milano, Fortuna Advisors, on Monday, November 9, 2020

Tags: Boards of Directors, Capital markets, Corporate purpose, Corporate Social Responsibility, COVID-19, Engagement, ESG, Firm performance, Firm valuation, Management, Manager characteristics, Shareholder value, Stakeholders, Surveys

SEC Extends Its Focus on MNPI Clearance Procedures

Posted by Stephen Cutler, Brad Goldberg and Nicholas Goldin, Simpson Thacher & Bartlett LLP, on Monday, November 9, 2020

Tags: Compliance & ethics, Information asymmetries, Inside information, Insider trading, Repurchases, SEC, SEC enforcement, Securities enforcement, Securities fraud, Securities regulation

ISS Proposes 2021 Benchmark Voting Policy Changes

Posted by Betty Moy Huber and Paula H. Simpkins, Davis Polk & Wardwell LLP, on Tuesday, November 10, 2020

Tags: Board composition, Board oversight, Boards of Directors, Climate change, Diversity, ESG, Forum selection, Institutional Investors, Proxy advisors, Shareholder voting

Don’t Go Chasing Waterfalls: Fiduciary Obligations in the Shadow of Trados

Posted by Sarath Sanga (Northwestern University) and Eric L. Talley (Columbia University), on Tuesday, November 10, 2020

Tags: Capital structure, Delaware cases, Dual-class stock, Fiduciary duties, Private equity, Shareholder value, Trados, Venture capital firms

2020 Top 250 Report

Posted by Andrew R. Lash, Joey Choi, and Matt Lum, FW Cook, on Tuesday, November 10, 2020

Tags: COVID-19, Executive Compensation, Executive performance, Firm performance, Long-Term value, Management, Shareholder value

Companies’ Response to Delaware Supreme Court Upholding Federal Forum Provisions

Posted by John Laide, Deal Point Data, LLC, on Wednesday, November 11, 2020

Tags: Charter & bylaws, Delaware cases, Delaware law, Forum selection, IPOs, Public firms, Securities litigation, Shareholder voting

Rewriting History II: The (Un)Predictable Past of ESG Ratings

Posted by Florian Berg (MIT), Kornelia Fabisik (Frankfurt School of Finance & Management), and Zacharias Sautner (Frankfurt School of Finance & Management), on Wednesday, November 11, 2020

Tags: Disclosure, Environmental disclosure, ESG, Firm performance, Institutional Investors, Stewardship, Sustainability

What to Expect From the Biden Administration

Posted by Matthew Solomon, Francesca Odell, and James Langston, Cleary Gottlieb Steen & Hamilton LLP, on Wednesday, November 11, 2020

Tags: Executive Compensation, Mergers & acquisitions, Presidential elections, SEC, SEC enforcement, Securities enforcement, Securities litigation, Securities regulation

Audit Committee Challenges and Priorities in the Upcoming Quarter and Beyond

Posted by Krista Parsons and Eric Knachel, Deloitte LLP, on Thursday, November 12, 2020

Tags: Accounting, Audit committee, Audits, COVID-19, Engagement, Executive Compensation, Oversight, Risk management, Stakeholders, Transparency

Law and Reputation

Posted by Roy Shapira (IDC Herzilya), on Thursday, November 12, 2020

Tags: Class actions, Fiduciary duties, Legal history, Misconduct, Reputation, SEC enforcement, Securities enforcement, Securities litigation

D&O Insurance Policy Does Not Cover Costs in Appraisal Proceeding

Posted by Theodore N. Mirvis, Ian Boczko, and Nicholas C. E. Walter, Wachtell, Lipton, Rosen & Katz, on Thursday, November 12, 2020

Tags: Boards of Directors, D&O insurance, Delaware cases, Delaware law, Merger litigation, Mergers & acquisitions, Securities litigation

Weekly Roundup: November 6–12, 2020