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Are boards overseeing AI?

Is there a hotter topic in the business world than AI? AI offers major opportunities for progress and productivity gains, but substantial risks as well. According to FactSet, 179 companies in the S&P 500 used the term “AI”...more

Strine highlights the importance of the “not-sexy” process of board minutes

In an article in the Fordham Journal of Corporate and Financial Law, “Minutes Are Worth the Minutes: Good Documentation Practices Improve Board Deliberations and Reduce Regulatory and Litigation Risk,” former Chief Justice of...more

CAQ’s 2024 audit committee practices report discusses priorities and practices

The Center for Audit Quality has released its 2024 “Audit Committee Practices Report: Common Threads Across Audit Committees.” The report highlights the top five audit committee priorities identified by committee members in...more

Chamber seeks to intervene in environmental group challenges to SEC climate disclosure rules

As you probably remember, the SEC’s climate disclosure rules were challenged not only by those contending that the rules went too far and that the SEC had no authority—think, for example, Liberty Energy, the State of Iowa and...more

Delaware Supreme Court applies MFW framework to other conflicted transactions

In In re Match Group, Inc. Derivative Litigation, the Delaware Supreme Court answered some important questions about the standard of review applicable to conflicted transactions under Delaware law. The first question relates...more

In its discretion, SEC issues stay of final climate disclosure rules

The SEC has determined, in this Order posted today, to exercise its discretion to stay the final climate disclosure rules “pending the completion of judicial review of the consolidated Eighth Circuit petitions.” If you have...more

Commissioner Uyeda warns: the SEC “has gone astray”

In remarks at PLI’s SEC Speaks, SEC Commissioner Mark Uyeda expressed his concern that the SEC “has gone astray”: instead of focusing on “its narrow mission,” Uyeda fears, the SEC is acceding to the pressure of political...more

California moves to dismiss complaint challenging climate disclosure laws

Since we’ve been preoccupied with the litigation over SEC’s climate disclosure rules, it’s time for a break. Something new and different. How about the litigation over the California climate disclosure rules: Senate Bill...more

SEC requests court deny stay in climate disclosure rules litigation

It’s been a day or two now—what’s going on with the SEC’s climate disclosure rules litigation? When we left our tale, petitioners Liberty and Nomad had submitted this notice of pending emergency motion advising the Eighth...more

Can director commitments policies help prevent overextended boards?

There is a lot going on at companies, and—you may be surprised to hear—not all of it is new regulation. There are new technologies, such as AI, global political instability and social change, not to mention ESG and...more

Back on the SEC climate rules rollercoaster in the Eighth Circuit—will a new stay be granted?

Liberty Energy Incorporated and Nomad Proppant Services LLC decided to give it another go. Are you surprised? In this notice of pending emergency motion, Liberty and Nomad advise the Eighth Circuit of their request for a new...more

Can companies escape the trap of politics?

We hear a lot about companies taking public positions on political issues—as well as the backlash that many experience as a result. Whether you think corporate participation in politics is a good thing or a bad thing, you...more

Stay of SEC climate disclosure rules lifted

As discussed in these PubCo posts from Monday, Saturday, Tuesday and Thursday, on March 15, in a one-sentence order, the Fifth Circuit granted a motion by Liberty Energy Inc. and Nomad Proppant Services LLC for an...more

Judicial Panel consolidates petitions challenging SEC climate disclosure rules

As discussed in these PubCo posts from Monday, Saturday and Tuesday, on March 15, in a one-sentence order, the Fifth Circuit granted a motion by Liberty Energy Inc. and Nomad Proppant Services LLC for an administrative stay...more

Final SEC climate disclosure rules [UPDATED]— Part III Financial Information

On March 6, the SEC adopted final rules “to enhance and standardize climate-related disclosures by public companies and in public offerings.” Even though, in the final rules, the SEC scaled back significantly on the...more

Final SEC climate disclosure rules [UPDATED]—Part II GHG emissions and attestation

Last week the SEC adopted final rules “to enhance and standardize climate-related disclosures by public companies and in public offerings.” The disclosure, which will be included in registration statements and annual reports,...more

SEC dials back final climate disclosure rules

We’ve been trying to read the tea leaves for two years now, speculating about where SEC’s final climate disclosure rules might land, especially as criticism about the proposal from the corporate sphere and from Congress...more

Another scoop about expected SEC climate disclosure rules

Since many of you may, like me, be having the vapors waiting for the SEC to finally divulge the new climate disclosure rules, I thought I’d share this latest scoop from Reuters. According to Reuters, not only is the SEC...more

Climate disclosure rules officially slated for March 6 open meeting

Consideration of the SEC’s long anticipated climate disclosure rules—the “Enhancement and Standardization of Climate-Related Disclosures for Investors”—is finally on the SEC’s open meeting agenda for March 6. There have been...more

What ESG backlash? KPMG survey finds companies plan to increase spending on ESG

ESG backlash notwithstanding, a recent global survey conducted by KPMG of 550 company directors and members of management showed that the vast majority of global organizations plan to increase spending on sustainability...more

Fifth Circuit grants petition for rehearing en banc for Nasdaq board diversity rule

In August 2021, the SEC approved a Nasdaq proposal for new listing rules regarding board diversity and disclosure, accompanied by a proposal to provide free access to a board recruiting service. The new listing rules adopted...more

Center for Political Accountability introduces Guide to Model Code

In 2020, the Center for Political Accountability introduced the CPA-Zicklin Model Code of Conduct for Corporate Political Spending, designed to provide a “thorough and ethical framework” for corporate political spending. The...more

Gensler talks about AI (and a bit about climate)

Yesterday, in remarks at Yale Law School, SEC Chair Gary Gensler talked about the opportunities and challenges of AI. According to Gensler, while AI “opens up tremendous opportunities for humanity,” it “also raises a host of...more

Does shareholder primacy mean just maximizing profits—and what does Exxon have to do with it?

As you know, the shareholder primacy theory is widely attributed to the Chicago school of economists, beginning in the 1970s, with economist Milton Friedman famously arguing that the only “social responsibility of business is...more

What happened with proxy votes in 2023?

Starting off the new year, consultant Semler Brossy’s latest report analyzes proxy results for 2023 among the S&P 500 and the Russell 3000, including votes on say on pay, environmental and social shareholder proposals,...more

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