Weekly Roundup: February 19

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This roundup contains a collection of the posts published on the Forum during the week of February 19, 2016 to February 25, 2016.

SEC, Proxy Access, and Shareholder Engagement

Posted by Derek O. Zaba and Sharo M. Atmeh, CamberView Partners, LLC, on Friday, February 19, 2016

Tags: Boards of Directors, Charter & bylaws, Director nominations, Engagement, Institutional Investors, ISS, No-action letters, Proxy access, Rule 14a-8, SEC, Securities Regulation, Shareholder proposals, Shareholder voting

Board Decisions in Delaware M&A Transactions

Posted by Robert B. Little, Gibson, Dunn & Crutcher LLP, on Saturday, February 20, 2016

Tags: Board independence, Boards of Directors, Business judgment rule, Controlling shareholders, Delaware cases,Delaware law, Fairness review, Fiduciary duties, Merger litigation, Mergers & acquisitions

North America’s Board Refreshment Challenge

Posted by Clare Payn, Legal & General Investment Management, on Sunday, February 21, 2016

Tags: Board capture, Board composition, Board dynamics, Board independence, Board leadership, Board turnover,Boards of Directors, Director qualifications, Retirement plans

The Effects of Takeover Defenses: Evidence from Closed-End Funds

Posted by Matthew Souther, University of Missouri, on Monday, February 22, 2016

Tags: Boards of Directors, Charter & bylaws, entre, Entrenchment, Executive Compensation, Management, Mergers & acquisitions, Mutual funds, Poison pills, Shareholder activism, Shareholder value, Staggered boards, Takeover defenses,Takeovers

Results of the 2015 Proxy Season in Silicon Valley

Posted by David A. Bell, Fenwick & West LLP, on Monday, February 22, 2016

Tags: Boards of Directors, ESG, Executive Compensation, Peer groups, Proxy access, Proxy season, Proxy voting, Say on pay, Shareholder elections, Shareholder proposals, Shareholder voting, Surveys, Tech companies

NASDAQ: Disclosure of Third-Party Director Compensation

Posted by Avrohom J. Kess, Simpson Thacher & Bartlett LLP, on Tuesday, February 23, 2016

Tags: Boards of Directors, Director compensation, Director nominations, Disclosure, Form 6-K, Form 8-K, Listing standards, NASDAQ, Public firms, SEC, Securities Regulation, Transparency

Beyond Disclosure at the SEC in 2016

Posted by Mary Jo White, U.S. Securities & Exchange Commission, on Tuesday, February 23, 2016

Tags: Asset management, Broker-dealers, Capital markets, Compliance and disclosure interpretation, Crowdfunding,Disclosure, Dodd-Frank Act, Equity capital, Executive Compensation, Financial Regulation, Investor protection, JOBS Act,SEC, SEC enforcement, SEC rulemaking, Securities enforcement, Securities Regulation, Transparency

What the 2016 BlackRock Letter Means for Shareholder Engagement and Disclosure Practices

Posted by Ethan A. Klingsberg, Cleary Gottlieb Steen & Hamilton LLP, on Wednesday, February 24, 2016

Tags: BlackRock, Boards of Directors, Disclosure, Engagement, ESG, Executive Compensation, Institutional Investors,Long-Term Value, Management, Proxy advisors, Shareholder activism, Shareholder voting, Short-termism

What Lies Ahead? The SEC in 2016

Posted by Kara M. Stein, U.S. Securities & Exchange Commission, on Wednesday, February 24, 2016

Tags: Accountability, Boards of Directors, Broker-dealers, Capital formation, Crowdfunding, Disclosure, Dodd-Frank Act,Exchange-traded funds, Financial Regulation, Investor protection, JOBS Act, Proxy access, Proxy voting, SEC, Securities Regulation, Shareholder nominations, Shareholder voting, Swaps, Transparency

The Ownership and Trading of Debt Claims in Chapter 11 Restructurings

Posted by David Smith, University of Virginia, on Thursday, February 25, 2016

Tags: Bankruptcy, Capital structure, Debt, Debtor-creditor law, Distressed companies, Liquidation, Ownership,Ownership structure, Restructurings, Shareholder voting

Delaware Forum Selection Bylaws After Trulia

Posted by Warren S. de Wied, Fried, Frank, Harris, Shriver & Jacobson LLP, on Thursday, February 25, 2016

Tags: Charter & bylaws, Compliance and disclosure interpretation, D&O insurance, Delaware cases, Delaware law,Director liability, Disclosure, Fairness review, Forum selection, Liability standards, Merger litigation, Mergers & acquisitions, Settlements, Shareholder suits

Weekly Roundup: February 19–February 25