Key topics in Akin’s July 2024 Sustainability/ESG Policy and Regulatory Update include: Updated Assessment of SFDR by EU Regulators: The European Supervisory Authorities have proposed changes to the Sustainable Finance...more
8/2/2024
/ Corporate Governance ,
Department of Labor (DOL) ,
Employee Retirement Income Security Act (ERISA) ,
Environmental Social & Governance (ESG) ,
EU ,
European Commission ,
Financial Conduct Authority (FCA) ,
Financial Institutions ,
Financial Products ,
Greenwashing ,
NRDC ,
Securities and Exchange Commission (SEC) ,
SFDR ,
Sustainability ,
UK
Key Points - On Wednesday, March 6, 2024, the SEC in a 3-2 vote adopted “The Enhancement and Standardization of Climate-Related Disclosures for Investors” (Final Rule). The Final Rule will require public companies to...more
3/12/2024
/ Annual Reports ,
Carbon Emissions ,
Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Final Rules ,
Financial Statements ,
Greenhouse Gas Emissions ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Transparency
Akin’s newsletter on environmental, social and corporate governance (ESG) policy and regulatory developments, provides a timely digest of ESG topics, news items and other relevant information regarding significant ESG policy...more
3/7/2024
/ Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
EU ,
Final Rules ,
Greenhouse Gas Emissions ,
Policy Updates ,
Regulatory Agenda ,
Securities and Exchange Commission (SEC) ,
Sustainability ,
UNFCCC
As discussed in our prior publication (found here), the Securities and Exchange Commission (SEC) adopted amendments on December 14, 2022, regarding Rule 10b5-1 insider trading plans and related disclosures. On May 25, 2023,...more
On May 3, 2023, the Securities and Exchange Commission (SEC) adopted amendments requiring disclosure related to issuers’ share repurchases. Item 703 of Regulation S-K currently requires issuers to disclose information about...more
5/10/2023
/ Corporate Governance ,
Disclosure Requirements ,
Form 10-K ,
Form 10-Q ,
Publicly-Traded Companies ,
Regulation S-K ,
Repurchase Agreements ,
Repurchases ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Stock Repurchases
Key Points -
On March 1, 2023, the SEC and DOJ filed insider trading charges against a public company executive alleging he traded pursuant to 10b5-1 trading plans he adopted while he was in possession of material...more
As companies begin preparing for the 2023 proxy season, we note that Institutional Shareholder Services Inc. (ISS) and Glass Lewis, the leading providers of corporate governance solutions and proxy advisory services, issued...more
On December 14, 2022, the Securities and Exchange Commission (SEC) adopted amendments regarding Rule 10b5-1 insider trading plans and related disclosures. The amendments aim to strengthen investor protections concerning...more
Recent rulings in the United States and overseas, coupled with the Securities and Exchange Commission’s (SEC) recently proposed disclosure rules covering climate-risk disclosures, underscore the attention boards of directors...more
On March 30, 2022, the U.S. Securities and Exchange Commission’s (SEC) Division of Examinations (the “Division”) released its 2022 examination priorities. The Division announced an enhanced focus on five “significant areas”:...more
The U.S. Securities and Exchange Commission’s (SEC) Division of Examinations (the “Division”), on March 30, 2022, released its 2022 examination priorities (the “Division’s 2022 priorities”), highlighting the “annual...more
On December 15, 2021, the SEC proposed amendments regarding Rule 10b5-1 trading plans and share repurchase programs. The SEC proposed rules are intended to diminish information asymmetry between public companies and investors...more
Editor’s Note: Akin Gump is pleased to publish the first in a series of blog posts covering significant issues U.S. boards of directors may expect to face in 2022. In addition to ongoing pressures on the part of boards of...more
2/28/2022
/ Acquisitions ,
Corporate Counsel ,
Corporate Governance ,
DE Supreme Court ,
Demand Futility ,
Department of Justice (DOJ) ,
Environmental Social & Governance (ESG) ,
Federal Trade Commission (FTC) ,
Initial Public Offering (IPO) ,
Material Adverse Effects ,
Merger Agreements ,
Mergers ,
Popular ,
Special Purpose Acquisition Companies (SPACs)
2021: ESG On Center Stage -
As we approach the end of a watershed year, we are struck by the rapid evolution and intensification of all things ESG (environmental, social and governance). Virtually every segment of the...more
1/7/2022
/ Business Strategies ,
Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Sustainability ,
UNFCCC
On November 3, 2021, the U.S. Securities and Exchange Commission (SEC) issued a Staff Legal Bulletin (SLB 14L) limiting the ability of public companies to exclude from proxy statements shareholder proposals that relate to...more
11/9/2021
/ Corporate Governance ,
Environmental Social & Governance (ESG) ,
Institutional Shareholder Services (ISS) ,
New Guidance ,
Ordinary Business Exception ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals
On Thursday, November 4, proxy advisory firm Institutional Shareholder Services (ISS) launched an open comment period on 16 proposed policy changes. The request for comment grouped the proposed changes within five general...more
11/9/2021
/ Climate Change ,
Comment Period ,
Corporate Governance ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
Greenhouse Gas Emissions ,
Institutional Shareholder Services (ISS) ,
Proxy Season ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Task Force on Climate-related Financial Disclosures (TCFD) ,
Voting Rights
On Friday, August 6, 2021, the U.S. Securities and Exchange Commission (SEC) issued an order (the “Order”) approving certain rule changes proposed by The Nasdaq Stock Market LLC (“Nasdaq”), which will require companies listed...more
On Wednesday, May 26, 2021, a series of events transpired that could have long-lasting impacts on the energy industry and which seem likely to accelerate that industry’s evolving responses to environmental, social and...more
The Securities and Exchange Commission’s (SEC, or Commission) Division of Examinations (Division) recently issued a Risk Alert highlighting staff observations from examinations of investment advisers, registered investment...more
In mid-March 2020, concerned about opportunistic activist stockholders, a precipitous decline in oil prices and corresponding stock volatility, as well as uncertainty created by the unprecedented COVID-19 pandemic, the board...more
On February 24, 2021, Acting Securities and Exchange Commission (SEC) Chair Allison Herren Lee issued a statement directing the Division of Corporation Finance to “enhance its focus on climate-related disclosure in public...more
Key Pointss
- Large asset managers like BlackRock and State Street have recently published updates to their proxy voting guidelines primarily focusing on diversity and inclusion and climate risk disclosures.
-...more
Welcome to Top 10 Topics in 2021: A Brave New World -
The world has changed a lot since our 2020 report. A global pandemic; an ongoing reckoning on race, inequality and social justice; a climate crisis; an economic shock;...more
2/11/2021
/ Biden Administration ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Cybersecurity ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Legislative Agendas ,
Remote Working ,
State and Local Government ,
Trade Relations
Nasdaq has proposed board diversity rules which would require companies to have, or explain why they do not have, at least two diverse directors on their boards and also provide statistical information on board...more
12/4/2020
/ Board of Directors ,
C&DIs ,
Corporate Governance ,
Diversity and Inclusion Standards (D&I) ,
LGBTQ ,
Listing Standards ,
Nasdaq ,
Proposed Rules ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)
These days, so much seems so long ago and far away.
In February 2016, after researching the economic benefits of diverse boards of directors, I wrote an article, How The SEC Should Tackle Board Diversity. Inspired by Helen...more