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SEC Staff Issues Guidance Relating to Shareholder Proposals

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

ISS Aims to Apply Additional Climate Change Voting Guidelines

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

SEC Approves New Nasdaq Rules Covering Board Diversity Disclosures

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

Chair Gensler Makes Renewed Case for Mandatory Climate Risk Rules

In a speech last week before the Principles for Responsible Investment’s “Climate and Global Financial Markets” Webinar, the Securities and Exchange Commission’s (SEC) Chair Gary Gensler made another case for mandatory...more

Recent ESG-Developments Affecting The Energy Industry

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

Market Update: More From the SEC/others on 10b5-1 Plans

As noted in our blogpost last week, Gary Gensler, Chair of the U.S. Securities Exchange Commission, has asked the Commission staff to consider updates to Rule 10b5-1 in an effort to “address cracks” in the current insider...more

SEC Continues to Scrutinize Rule 10b5-1 Plans

Gary Gensler, Chair of the U.S. Securities and Exchange Commission (SEC), has asked the Commission staff to consider updates to Rule 10b5-1 in an effort to “address cracks” in the current insider trading regime and otherwise...more

The SEC’s Latest Risk Alert Puts ESG Investing in the Crosshairs

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

Liability Risk in De-SPAC Transactions

On April 8, 2021, John Coates, the Acting Director of the Securities and Exchange Commission’s (SEC) Division of Corporation Finance, released a public statement expressing concern about claims of some practitioners and...more

Facts Matter: A Fresh Look at Rights Plans and Fiduciary Duties

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

SEC Continues Focus on Climate and ESG Related Issues, Announces New Climate and ESG Task Force

The Securities and Exchange Commission (SEC) continued to build on its climate and environmental, social and governance (ESG) agenda last week. On March 3, the SEC’s Division of Examinations announced the release of its 2021...more

SEC Set the Stage for Potential ESG Reporting Requirements

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

BlackRock and State Street Proxy Voting Guidelines Update

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

Top 10 Topics for Directors in 2021

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

Nasdaq Proposes New Board Diversity Rules: What This Means for You

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

What Is Old Is New Again: Nasdaq Asks the SEC to Tackle Boardroom Diversity

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

What Audit Committees Can Do to Prevent Accounting Fraud in Uncertain Times

- The COVID-19 crisis creates heightened risk of improper financial reporting. - Audit committees can and should take steps to help prevent such frauds. - Audit Committees should maintain the appropriate tone at the...more

Government Enforcers Focused on Coronavirus-related Actions

- Market participants should review and assess their compliance procedures to prevent and detect insider trading risks associated with COVID-19. - Companies should increase their vigilance regarding cybersecurity threats...more

Top 10 Topics for Directors: Board Diversity

Board Diversity: A Reflection on Improvement and a Look Ahead for the Coming Decade - In the second half of this decade, diversity and inclusion rose to the forefront of top priorities for many companies. Due to evolving...more

Top 10 Topics for Directors in 2020: Executive Summary

Election and Impeachment - The presidential race will garner much of the attention during the 2020 election cycle, but there is fierce competition elsewhere, too. Republicans and Democrats are fighting for both U.S. House...more

#NotMe: Sex, Reps and Remedies

In 2018, victims and their supporters decried sexual harassment in the workplace. They argued for the right, the freedom, the luxury to work without fear of gender-based harassment or discrimination. Prominent and powerful...more

Top 10 Topics for Directors in 2019

1. Corporate Culture - The corporate culture of a company starts at the top, with the board of directors, and directors should be attuned not only to the company’s business, but also to its people and values across the...more

ISS Attempts to Legislate Common Sense: A Targeted Policy Aims to Introduce Gender Diversity to the Last All-Male Public Company...

Institutional Shareholder Services (ISS) recently released the results of its “2018 Governance Principles Survey” and previewed potential changes to it’s 2019 proxy voting policies. Among other things, given input and...more

Updated SEC Guidance Emphasizes Flexibility in Complying with Pay Ratio Disclosure Rule

Beginning in 2018, U.S. public companies will generally need to comply with the pay ratio disclosure rule under the Dodd-Frank Wall Street Reform and Consumer Protection Act, which requires that each such company disclose the...more

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