Weekly Roundup: July 14-20, 2023

This roundup contains a collection of the posts published on the Forum during the week of July 14-20, 2023.

Investor Support of E&S Proposals

Posted by Garrett Muzikowski and Hetal Kanji, FTI Consulting, on Friday, July 14, 2023

Tags: E&S, Institutional Investors, issuers, Proxy season, Remuneration, SEC rulemaking, Shareholder proposals

What Constitutes a Sale of “All or Substantially All” of a Company’s Assets

Posted by Gail Weinstein, Amber Banks, and Roy Tannenbaum, Fried, Frank, Harris, Shriver & Jacobson LLP, on Saturday, July 15, 2023

Tags: assets, Delaware articles, Delaware cases, Delaware Court of Chancery, Delaware law, DGCL Section 271, Mergers & acquisitions, sale

Share Buybacks and Executive Compensation: Assessing Key Criticisms

Posted by Lane Ringlee, Marizu Madu, and Joadi Ogelsby, Pay Governance LLC, on Sunday, July 16, 2023

Tags: Activism, Executive Compensation, Incentives, Inflation Reduction Act, S&P 500, Share Buybacks

2023 Private Company Board Survey Insights

Posted by Claudia H. Allen, Patrick A. Lee, and Ari Weinberg, KPMG LLP, on Monday, July 17, 2023

Tags: Board composition, board effectiveness, Board leadership, Board of Directors, equity, Executive Compensation, stakeholder engagement

Law and Stock Market Development in the UK Over Time: An Uneasy Match

Posted by Brian R. Cheffins (University of Cambridge), on Monday, July 17, 2023

Tags: equity markets, Financial institutions, Monetary policy, privatization, stock market, stock market regulation

U.S. CEO Compensation Advantage Grows vs. U.K. Peers

Posted by Subodh Mishra, Institutional Shareholder Services, Inc., on Monday, July 17, 2023

Tags: Bonuses, CEO Pay, Executive Compensation, Growth rates, Pay for performance, S&P 500

Disney: Speaking Out on Issues of Social Significance Within Board’s Business Judgment

Posted by Cydney S. Posner, Cooley LLP, on Tuesday, July 18, 2023

Tags: Business judgment rule, Delaware articles, Delaware cases, Delaware Court of Chancery, Delaware law, Stakeholders, strategy

H1 2023 Review of Shareholder Activism

Posted by Jim Roseman, Christopher Ludwig, and Cameron Fitzgerald, Barclays Global Advisory Group, on Tuesday, July 18, 2023

Tags: climate disclosures, Mergers & acquisitions, rule 10-B1, SEC enforcement, Shareholder activism, Universal Proxy

Vanguard’s Approach to Board Responsiveness

Posted by John Galloway, Vanguard, Inc., on Tuesday, July 18, 2023

Tags: Board evaluation, Board of Directors, Decision-making, Disclosure, proxy statements, shareholder engagement

Testimony at the Committee on Financial Services’s hearing: “Oversight of the Proxy Advisory Industry”

Posted by Subodh Mishra, Institutional Shareholder Services, Inc., on Wednesday, July 19, 2023

Tags: Capital markets, Fiduciary duties, Institutional Investors, Monetary policy, Proxy advisors, Proxy voting, testimony

Revisiting The New Paradigm

Posted by Martin Lipton, Wachtell Lipton Rosen & Katz, on Wednesday, July 19, 2023

Tags: anti-ESG, ESG, Financial regulation, Long-Term value, Shareholder meetings, Shareholders, social issues

Incentives Linked to ESG Metrics Among S&P 500 Companies

Posted by Ted Jarvis, Jamie McGough, and Donald Kalfen, Meridian Compensation Partners, on Thursday, July 20, 2023

Tags: ESG metrics, executive pay, Incentives, pay versus performance, S&P 500, short term agenda

Testimony at the Committee on Financial Services hearing: “Oversight of the Proxy Advisory Industry”

Posted by Eric Shostal, Glass Lewis & Co. , on Thursday, July 20, 2023

Tags: Institutional Investors, Proxy advisors, Proxy voting, SEC rulemaking, Shareholder proposals, testimony, Transparency

Stakeholder Capitalism’s Greatest Challenge: Reshaping a Public Consensus to Govern a Global Economy

Posted by Michael P. Klain (Wachtell Lipton Rosen & Katz) and Leo E. Strine Jr. (University of Pennsylvania), on Thursday, July 20, 2023

Tags: Corporate purpose, Corporate Social Responsibility, Disclosure, economic security, ESG, Inequality, Sustainability