News & Analysis as of September 22, 2024

Corporate Social Responsibility › Shareholder Proposals

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Corporate Social Responsibility refers to a business model that incorporates self-regulation mechanisms and aims to ensure better corporate compliance with ethical standards and international norms. Some businesses approach the concept of corporate social responsibility more generally and define it as efforts to limit businesses' negative environmental and social impacts. less -

Client Alert: Shareholders Pose Growing Risks to Companies’ DEI Initiatives

Jenner & Block on 10/20/2023

Shareholder activism, in the form of proposals, books and records demands, and litigation, is proving to be an increasingly prevalent tool in challenges to diversity, equity, and inclusion (DEI) policies. This client alert...more

Republicans Unveil Bills Targeting ESG in Securities and Banking

Cadwalader, Wickersham & Taft LLP on 9/7/2023

In late July 2023, House Republicans on the Financial Services Committee introduced four bills targeting various business and market activities that implicate environmental, social, and governance issues. In a statement...more

Proxies, Pay, and the Brave New World of ESG

Morgan Lewis on 2/6/2023

Environmental, social, and governance (ESG) matters are now the subject of significantly greater regulatory scrutiny and are becoming a more prominent part of public companies’ mandatory filings, shareholder proposals, and...more

ESG Momentum Remains Strong but May Face Headwinds in 2023

Skadden, Arps, Slate, Meagher & Flom LLP on 12/20/2022

As companies grapple with the business challenges that rising interest rates and an uncertain economic outlook present, there are the inevitable questions about whether companies should worry less about environmental, social...more

SEC Adopts Guidance Likely to Lead to More Policy-Related Shareholder Proposals

Fenwick & West LLP on 11/10/2021

On November 3, 2021, the Staff of the Securities and Exchange Commission’s Division of Corporation Finance issued Staff Legal Bulletin No. 14L (the New SLB), which will make it more difficult for companies to exclude social...more

ESG Shareholder Proposals Will be More Difficult to Exclude After SEC Staff Interpretive Reversal

Goodwin on 11/8/2021

On November 3, 2021, the staff (“staff”) of the Division of Corporation Finance (“Division”) of the U.S. Securities and Exchange Commission (“SEC”) published Staff Legal Bulletin No. 14L which reverses a series of...more

Political Activity Disclosures: A Hidden ESG Requirement

King & Spalding on 4/22/2021

One ESG topic gaining substantial traction in the United States is stakeholder attention to corporate political involvement, which the SEC’s Acting Chair as of the date of this publication said was “key to any discussion of...more

SEC Acting Chair Announces Sweeping Climate and ESG Initiatives, New Regulatory Priorities and Potential Rollback of Recent Rule...

BCLP on 3/17/2021

In a speech on March 15, 2021, Allison Herren Lee, Acting Chair of the SEC, reported on the steps the SEC is taking to meet investors’ growing demand for climate and ESG information, stating that “no single issue has been...more

ESG takes center stage amid economic crisis and social unrest

White & Case LLP on 8/7/2020

Strong ESG credentials and long-term plans to improve their relationship with society and the environment are increasingly important to ensure companies’ access to capital. Environmental, social and governance (ESG) matters...more

Skadden's 2020 Insights

Skadden, Arps, Slate, Meagher & Flom LLP on 1/30/2020

Despite political and economic uncertainties, markets and deal activity were resilient in 2019, and strong fundamentals remain in place heading into 2020. Companies continue to face a challenging litigation and enforcement...more

Blog: Will the issue of firearms safety be reignited for the next proxy season?

Cooley LLP on 8/9/2019

As you know, topics related to corporate social responsibility have ascended to the forefront for many stakeholders, and CSR is sometimes viewed to comprise issues related to firearms safety. With the renewed national debate...more

Reminders for Foreign Private Issuers for the 2019 Annual Reporting Season

White & Case LLP on 1/16/2019

This memorandum outlines considerations for foreign private issuers ("FPIs") in preparation for the 2019 annual reporting season. Part I (pg. 2) provides a summary of certain key trends and insights from the 2018 US proxy...more

Did you catch these developments for the 2019 proxy statement and Form 10-K?

Dorsey & Whitney LLP on 1/16/2019

The 10-K and proxy season begins in a little over a month for companies with calendar fiscal year-ends. The following governance and disclosure developments should be considered in the course of preparing these filings....more

2019 Proxy Season – Quick Reference Guide

A&O Shearman on 12/21/2018

’Tis the season, and no, we do not mean the holiday season. Although it may seem like you just filed your 2018 proxy, the 2019 proxy season is upon us. This quick reference guide, which is intended to supplement Shearman &...more

Blog: As issues of corporate social responsibility continue to gain ground, will the issue of gun safety become more prominent...

Cooley LLP on 12/12/2018

A lot has been written about institutional investors’ turn toward issues of corporate social responsibility. One CSR topic that has received a lot of attention in the last few years has been firearms safety. ...more

Preparing for the Shareholder Proposal Season

Skadden, Arps, Slate, Meagher & Flom LLP on 11/21/2018

On November 13, 2018, Skadden held our webinar “Preparing for the Shareholder Proposal Season.” The panelists were Peter da Silva Vint, Vice President of BlackRock’s Americas Investment Stewardship Group; Michael Garland,...more

Sustainable Finance Regulations, Rules, and Guidelines in the European Union and United States—Time to Get Prepared

Jones Day on 11/2/2018

Due to the increasing awareness of the importance of environmental, social, and governance ("ESG") initiatives, the European Commission came forward at the end of May 2018 with a proposal related to this topic. The proposal...more

SEC’s Mixed Guidance on Apple Environmental and Human Rights Shareholder Proposals Provides Clarification on CSR Proposals

Akin Gump Strauss Hauer & Feld LLP on 1/22/2018

Recent, seemingly disparate action by the Securities and Exchange Commission (SEC) with respect to two shareholder proposals may leave companies and shareholders confused as to whether companies may exclude shareholder...more

[Webinar] Outlook 2018: How companies are addressing hot-button shareholder issues and winning approval - January 18th, 1:00pm ET

Hogan Lovells on 1/9/2018

In conjunction with the Equilar report, Corporate Governance Outlook 2018, featuring commentary by Hogan Lovells and Donnelley Financial Solutions, this webinar will explore upcoming trends for the 2018 proxy season and...more

SEC Staff’s Latest Guidance Presents Dilemma for Companies Seeking to Exclude Shareholder Proposals on Environmental and Social...

Dorsey & Whitney LLP on 1/4/2018

On November 1, 2017, the SEC Division of Corporation Finance issued a Staff Legal Bulletin No. 14I (“SLB 14I”), which includes guidance on the scope and application of the “ordinary business” basis for excluding shareholder...more

Investors’ Climate Change Voting Records Face Scrutiny

Dorsey & Whitney LLP on 8/3/2017

Companies who engage with their large institutional shareholders on environmental and social issues during the 2018 proxy season should keep in mind that these investors are facing pressure from other investors on their...more

Blog: Corp Fin Issues New SLB Providing Guidance On Rule 14a-8 Exclusions For “Conflicting Proposals” And “Ordinary Business”

Cooley LLP on 10/23/2015

Corp Fin today posted Staff Legal Bulletin 14H providing guidance on two key issues regarding shareholder proposals under Rule 14a-8: - the scope and application of Rule 14a-8(i)(9) (the exclusion for conflicting...more

Blog: Trinity Wall Street Files Cert Petition: Will SCOTUS Delve Into The “Ordinary Business Operations” Exclusion For Shareholder...

Cooley LLP on 9/23/2015

You might recall Trinity Wall Street v. Wal-Mart Stores Inc, a case involving a shareholder proposal requesting that Wal-Mart’s board of directors develop a policy regarding the sale of high-capacity firearms, such as the...more

Proxy Access In The 2015 Season

Latham & Watkins LLP on 9/4/2015

Rhonda Brauer is a senior managing director of corporate governance at Georgeson Inc. where she helps companies enhance their shareholder communications and analyze their governance practices. She recently joined Latham &...more

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Corporate Social Responsibility › Shareholder Proposals

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