On February 12, 2025, the U.S. Securities and Exchange Commission's ("SEC") Division of Corporation Finance published Staff Legal Bulletin No. 14M ("SLB 14M") relating to the application of the shareholder proposal rules and...more
The California legislature continues to press forward with the implementation of two of the state's sweeping climate disclosure laws after a proposal to delay the implementation dates by the governor failed to be considered...more
On September 10, 2024, the SEC settled charges against Keurig for "incomplete and inaccurate" ESG disclosures about the recyclability of Keurig's K-Cup pods, signaling a continued focus on environmental-related disclosures...more
On Friday, March 15, the U.S. Court of Appeals for the Fifth Circuit granted an administrative stay of the SEC’s final Climate Disclosure Rules, adopted just over a week earlier. All of the challenges to the Rules filed in...more
The SEC has adopted the much-anticipated climate-related disclosure rules, which are more than 900 pages long, two years after they were first proposed. Although the rules will almost certainly face challenges in court that...more
The Case: A Tesla stockholder sued Tesla's board of directors to rescind a performance-based stock option grant awarded to Elon Musk, Tesla's CEO. The option award was worth a total of $56 billion and offered the opportunity...more
2/19/2024
/ Board of Directors ,
Compensation & Benefits ,
Controlling Stockholders ,
Corporate Counsel ,
DE Supreme Court ,
Delaware ,
EBITDA ,
Elon Musk ,
Entire Fairness Standard ,
Equity Compensation ,
Executive Compensation ,
Tesla
Business groups in California challenge the constitutionality of new climate reporting laws. ...more
The Background: It is estimated that over 84 percent of companies in the S&P 1500 use some form of "social" metric when determining their executives' incentive compensation. Many of these social metrics set forth diversity,...more
In Short -
The Situation: The California legislature passed landmark climate bills that surpass emissions disclosure requirements of any other existing state law. The bills are branded as the nation's first comprehensive...more
9/28/2023
/ California ,
CARB ,
Climate Action Plan ,
Climate Change ,
Disclosure Requirements ,
Doing Business ,
Environmental Social & Governance (ESG) ,
Greenhouse Gas Emissions ,
Legislative Agendas ,
Proposed Rules ,
Regulatory Agenda ,
Regulatory Reform ,
Securities and Exchange Commission (SEC) ,
Sustainability
The EU’s Corporate Sustainability Reporting Directive (“CSRD”) requires the most detailed and onerous ESG reporting and disclosures anywhere in the world. All told, it is estimated that more than 50,000 companies, including...more
9/21/2023
/ Air Pollution ,
Biodiversity ,
Climate Change ,
Disclosure Requirements ,
Due Diligence ,
Environmental Social & Governance (ESG) ,
EU ,
European Commission ,
Parent Corporation ,
Proposed Regulation ,
Proposed Rules ,
Sustainability ,
Water
On May 3, 2023, the Securities and Exchange Commission adopted final rules regarding public company issuers' share repurchases and Rule 10b5-1 trading plans. Although the final rules are not as burdensome as the proposed...more
In Short -
The Situation: On December 14, 2022, the Securities and Exchange Commission ("SEC") adopted final rules that significantly alter the ways in which directors and officers adopt and utilize Rule 10b5-1 plans and...more
The European Parliament has adopted the near-final version of the Corporate Sustainability Reporting Directive under which European Union ("EU") companies (including non-EU companies with substantial business activity in the...more
The Securities and Exchange Commission has issued final rules under which the national securities exchanges and associations will require listed issuers to adopt and operate accounting restatement-based clawback policies that...more
As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act in 2010, on October 26, 2022, the Securities and Exchange Commission adopted final rules directing the national securities exchanges and national...more
As required by the 2010 Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"), the Securities and Exchange Commission (the "SEC") has adopted final rules requiring most public companies to present...more
In Short -
The Situation: Certain large companies incorporated in the European Union ("EU") are already required to disclose nonfinancial information under the current EU regulatory framework. Two upcoming EU...more
IN SHORT -
The Situation: The Securities and Exchange Commission ("SEC") adopted amendments that will mandate the electronic submission of certain documents, including Form 144, the form filed by insiders in connection...more
For many companies, summer is the time when they prepare and publish Sustainability Reports, which report on efforts with respect to environmental, social, and governance initiatives. Other companies may have already...more
7/1/2022
/ Business Strategies ,
Capital Investments ,
Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Greenwashing ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Sustainability
As discussed in Jones Day's March 2022 Alert, the SEC has proposed climate-related disclosure rules. If adopted as proposed, the Proposed Rules would depart from the SEC's historical regulation of SEC-reporting FPIs, which...more
7/1/2022
/ Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Foreign Private Issuers ,
Proposed Rules ,
Regulatory Agenda ,
Regulatory Reform ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Task Force on Climate-related Financial Disclosures (TCFD)
We believe our proposed changes support all market participants' common objectives of investor protection and fair and efficient capital markets.
...more
6/20/2022
/ Capital Markets ,
Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Investment ,
Investor Protection ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Regulatory Reform ,
SEC Comment Letter Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The U.S. Securities and Exchange Commission's ("SEC") Climate and ESG Task Force has filed one of its most significant enforcement matters to date. On April 28, 2022, the SEC brought an action in the U.S. District Court for...more
Climate change has long been an area of focus for investors. Over the past several months, companies have come under greater scrutiny and have begun to face increased pressure from investors, regulators, activists, and the...more
11/5/2021
/ Business Strategies ,
Capital Investments ,
Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Greenwashing ,
Investment ,
Publicly-Traded Companies ,
SASB ,
Securities Regulation ,
Sustainable Business Practices ,
Task Force on Climate-related Financial Disclosures (TCFD)
The Board Diversity Proposal generally requires each Nasdaq-listed company "to have, or explain why it does not have, at least two members of its board of directors who are Diverse," defined as at least one director who...more
8/16/2021
/ Board of Directors ,
Corporate Governance ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
LGBTQ ,
Listing Standards ,
Minorities ,
Nasdaq ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Woman Board Members
President Biden issued an Executive Order asking the Secretary of the U.S. Department of the Treasury to work with the Financial Stability Oversight Council to assess risks that climate change poses to the financial system....more