Background Materials
October 2018 Roundtable
I. Current Regulatory Proposals
A. Abolishing Quarterly Reporting
- Would a Shift to Semiannual Reporting Really Affect Short-Termism?, Cooley LLP, Sep. 2018
- Keep Quarterly Reporting, Robert Pozen & Mark Roe, Aug. 2018
B. The Regulation of Proxy Advisors
- The Regulation of Proxy Advisors, Willis Towers Watson, Aug. 2018
- The Conflicted Role of Proxy Advisors, American Council for Capital Formation, May 2018
- Corporate Governance Oversight and Proxy Advisory Firms, Capital Policy Analytics, Sep. 2018
- ISS Senate Hearing Statement, Gary Retelny, July 2018
- Regulating Proxy Advisors is Anticompetitive, Counterproductive, and Possibly Unconstitutional, Nell Minow, Mar. 2018
- SEC No-Action Letters on Investment Adviser Responsibilities in Voting Client Proxies and Use of Proxy Voting Firms, Olshan Frome Wolosky LLP, Sep. 2018
- Glass Lewis Response To SEC Statement Regarding Staff Proxy Advisory Letters, Glass Lewis, Sep. 2018
C. Federal Incorporation
- U.S. Senator Elizabeth Warren, EHF18429: the Accountable Capitalism Act, The Senate of the United States, Aug. 15, 2018 [selected pages]
- Will Warren’s Accountable Capitalism Act Help? The Answer is No, Governance Solutions Group, Sep. 2018 [selected pages]
- Further to the Warren Bill, The New Paradigm and a Better Way, Martin Lipton, Aug. 2018
D. Share Buybacks
- Trump and Warren Are Both Wrong, Jesse Fried, Sep. 2018
- Stock Buyouts and Corporate Cashouts, SEC Commissioner, Robert Jackson, Mar. 2018
- Taking Stock: Share Buybacks and Shareholder Value, MSCI, Aug. 2018 [selected pages]
E. Proxy Process Reform
- Statement Announcing SEC Staff Roundtable on the Proxy Process, SEC Chairman Jay Clayton, July 2018
- Legislative Threat to Shareholder Rights, Glass, Lewis & Co., June 2018
- The Universal Proxy Gains Traction: Lessons from the 2018 Proxy Season, MacKenzie Partners, Sep. 2018
F. Mandatory Arbitration
- The SEC and Mandatory Shareholder Arbitration, Cooley LLP, Feb. 2018
- The Legality of Mandatory Arbitration Bylaws, Allen & Overy LLP, Sep. 2018
- Mandatory Arbitration: An Illusory Remedy for Public Company Shareholders, Rick A. Fleming (SEC), Feb. 2018
- State Treasurers’ Opposition Against Forced Arbitration or Class Action Waivers in Shareholder Agreements, Rhode Island State Treasurer, July 2018
II. Managing Crisis and Overseeing Culture
- Board Lessons: Succeeding with Investors in a Crisis, CamberView, June 2018
- Caremark and Reputational Risk Through #MeToo Glasses, Cleary Gottlieb Steen & Hamilton LLP, June 2018
- Observations on Culture at Financial Institutions and the SEC, SEC Chairman Jay Clayton, June 2018
- Federal Reserve Takes Severe and Unprecedented Action Against Wells Fargo: Implications for Directors of All Public Companies, Wachtell, Lipton, Rosen & Katz, Feb. 2018
III. Executive Compensation and Director Pay
A. Executive Pay Levels
- CEO Pay Trends, Equilar Inc., Sep. 2018
- Growth in CEO Pay Since 1990, McCarter & English, Sep. 2018
- Effects of Executive Pay Levels on Say on Pay, Semler Brossy Consulting Group, LLC, July 2018
B. Executive Pay Structures
- Executive Pay at Public Corporations After Code §162(m) Changes, McCarter & English, April 2018
- Elon Musk Compensation, McCarter & English LLP, May 2018
- Performance Awards and Say on Pay, Equilar, August 2018
C. Pay Ratio
- What Does the CEO Pay Ratio Data Say About Pay?, Exequity LLP, Sep. 2018
D. Director Compensation
- The Search for Meaningful Director Compensation Limits, Willis Towers Watson, Sept. 2018
E. Gender Pay Disparity
- Dissecting C-Suite Gender Pay Disparity, Equilar, Aug. 2018
F. 2018 Proxy Season Votes on Executive Pay
- 2018 Proxy Season Review, Sullivan & Cromwell LLP, Jul. 2018 [selected pages]
IV. 2018 Season E&S Activism
A. ESG Proposals
- 2018 Proxy Season Review, Sullivan & Cromwell LLP, Jul. 2018 [selected pages]
- Political, Social, and Environmental Shareholder Resolutions: Do they Create or Destroy Shareholder Value?, Compass Lexecon, June 2018
B. ESG Metrics and Disclosures
- ISS QualityScore: Environmental and Social Metrics, Davis Polk & Wardwell LLP, Feb. 2018
- Materiality Matters: Targeting the ESG Issues that Impact Performance, Russell Investments, May 2018
- Ratings that Don’t Rate: The Subjective World of ESG Ratings Agencies, American Counsel for Capital Formation, Aug. 2018
C. The DOL Guidance
- The Impact of DOL Guidance on ESG-Focused Plans, Davis Polk, May 2018
D. Exclusion of “Ordinary Business” Proposals
- Analysis of SEC Ruling on Apple Shareholder Proposal, Cleary Gottlieb Steen & Hamilton LLP, Jan. 2018
- Impact of SEC Guidance on Shareholder Proposals in the 2018 Proxy Season, Skadden, July 2018
E. Activists and Socially Responsible Investing
- Letter from JANA Partners & CalSTRS to Apple, Inc., Anne Sheehan, California State Teachers’ Retirement System, Jan. 2018
- Activists and Socially Responsible Investing, Finsbury LLC, Jan. 2018
V. Investment Stewardship
- Update on The New Paradigm: The Evolution of Stewardship Principles, Martin Lipton, June 2018
- An Investor Consensus on U.S. Corporate Governance & Stewardship Practices, Florida State Board of Administration, May 2018
- How To Avoid Bungling Off-Cycle Engagements with Stockholders, Cleary Gottlieb Steen & Hamilton LLP, June 2018