Weekly Roundup: November 25-December 1, 2022

This roundup contains a collection of the posts published on the Forum during the week of November 25-December 1, 2022

Lessons from the Chancery Court Decision in P3 Health Group

Posted by Gail Weinstein, Steven J. Steinman, Brian T. Mangino, Fried, Frank, Harris, Shriver & Jacobson LLP, on Friday, November 25, 2022

Tags: Acquisition agreements, Corporate liability, Delaware cases, Delaware law, Fiduciary duties, Private equity

The PCAOB Is Missing In Action on Climate Risk

Posted by Thomas L. Riesenberg, Ceres, on Saturday, November 26, 2022

Tags: Ceres, Climate change, Esg governance, PCAOB, SEC enforcement, Sustainability

Linking Executive Compensation to ESG Performance

Posted by Merel Spierings, The Conference Board, Inc., on Sunday, November 27, 2022

Tags: annual plans, ESG, ESG Performance, Executive Compensation, Institutional Investors, stakeholder capitalism, Stakeholders

The corporate director’s guide to overseeing deals

Posted by Maria Castañón Moats, Paul DeNicola, Colin Wittmer, PricewaterhouseCoopers LLP, on Monday, November 28, 2022

Tags: Board of Directors, Deal protection, Divestitures, Joint ventures, Management, Manager characteristics, Managerial style, Risk management

The Unicorn Puzzle

Posted by Rüdiger Fahlenbrach (Ecole Polytechnique Fédérale de Lausanne), on Monday, November 28, 2022

Tags: Firm valuation, Going private, IPOs, Private benefits of control, Unicorns, Venture capital firms

Trends in E&S Proposals in the 2022 Proxy Season

Posted by Daniel Litowitz, and Lara Aryani, Shearman & Sterling LLP, on Monday, November 28, 2022

Tags: Corporate Social Responsibility, ESG, Esg governance, Shareholder proposals, Shareholder voting, Sustainability

The Rise of Rule 10b5-1 Enforcement and How Companies Can Mitigate Risk of DOJ and SEC Actions

Posted by Jina Choi, Edward A. Imperatore, Brian K. Kidd, Morrison & Foerster LLP, on Tuesday, November 29, 2022

Tags: Corporate governance, DOJ, Insider trading, Rule 10b-5-1, SEC, SEC enforcement

The Attack on Share Buybacks

Posted by Harry DeAngelo (University of Southern California), on Tuesday, November 29, 2022

Tags: Cash flows, Congressional investigations, Share Buybacks, Shareholders, Stock performance, Taxation

Understanding the Role of ESG and Stakeholder Governance Within the Framework of Fiduciary Duties

Posted by Martin Lipton, Wachtell, Lipton, Rosen & Katz, on Tuesday, November 29, 2022

Tags: Accountability, Corporate Social Responsibility, ESG, Esg governance, SEC, Sustainability

Communicating with the SEC When Your Organization Suffers a Cybersecurity Incident

Posted by Haimavathi V. Marlier, Michael D. Birnbaum, Morrison & Foerster LLP, on Wednesday, November 30, 2022

Tags: Cybersecurity, Form 8-K, Management, Materiality, SEC, SEC enforcement

Open Letter to Directors and Activists Regarding Amendments to Advance Notice Bylaws

Posted by Ron Berenblat, Andrew Freedman, Dorothy Sluszka, Olshan Frome Wolosky LLP, on Wednesday, November 30, 2022

Tags: Board of Directors, Disclosure, Proxy contests, Proxy voting, SEC, SEC enforcement

Glass Lewis 2023 Policies Guidelines – ESG Initiatives

Posted by Brianna Castro, Courteney Keatinge, Maria Vu, Glass, Lewis & Co, on Wednesday, November 30, 2022

Tags: Audits, Board of Directors, Climate change, ESG, Esg governance, ESG Performance

ESG Ratings: Considerations in Advance of Proxy Season

Posted by Michael Mencher, and Vince Flynn, Cooley LLP, on Thursday, December 1, 2022

Tags: ESG, Esg governance, ESG Performance, Glass Lewis, ISS, Proxy season

Cybersecurity for Investors: Why Digital Defenses Require Good Governance

Posted by Diana Lee, AllianceBernstein, on Thursday, December 1, 2022

Tags: Cybersecurity, ESG, Esg governance, Risk, Risk management

Thoughts for Boards: Key Issues in Corporate Governance for 2023

Posted by Martin Lipton, Wachtell, Lipton, Rosen & Katz, on Thursday, December 1, 2022

Tags: Board of Directors, Corporate governance, Cryptocurrency, Cybersecurity, ESG, Risk management