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
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
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
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
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 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
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
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
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
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
- 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
- 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
4/1/2020
/ CFTC ,
Coronavirus/COVID-19 ,
Cybersecurity ,
Department of Justice (DOJ) ,
Enforcement Actions ,
Financial Crimes ,
Insider Trading ,
Investors ,
Phishing Scams ,
Pump and Dump ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
U.S. Treasury ,
Wire Fraud
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
2/6/2020
/ Board of Directors ,
Corporate Culture ,
Corporate Governance ,
Disclosure Requirements ,
Diversity ,
Minorities ,
Publicly-Traded Companies ,
Quotas ,
Regulation S-K ,
Reporting Requirements ,
Secretary of State ,
Securities and Exchange Commission (SEC) ,
Woman Board Members
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
1/10/2020
/ #MeToo ,
Congressional Investigations & Hearings ,
Corporate Governance ,
Cybersecurity ,
Environmental Social & Governance (ESG) ,
Impeachment ,
NAFTA ,
Pay Equity Laws ,
Political Candidates ,
Political Corruption ,
Presidential Elections ,
Shareholder Activism ,
Trump Administration
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
1/9/2020
/ #MeToo ,
Congressional Investigations & Hearings ,
Corporate Governance ,
Cybersecurity ,
D&O Insurance ,
Diversity ,
Emerging Technology Companies ,
Environmental Social & Governance (ESG) ,
General Elections ,
Impeachment ,
NAFTA ,
Pay Equity Laws ,
Pay Gap ,
Political Candidates ,
Political Corruption ,
Presidential Elections ,
Quid Pro Quo ,
Securities and Exchange Commission (SEC) ,
Shareholder Activism ,
Trade Policy ,
Trump Administration ,
United States-Mexico-Canada Agreement (USMCA) ,
Woman Board Members ,
WTO
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
2/7/2019
/ #MeToo ,
Acquisitions ,
Board of Directors ,
Buyers ,
Clawbacks ,
Controlling Stockholders ,
Corporate Culture ,
Corporate Officers ,
Due Diligence ,
Employee Misconduct ,
Employee Representatives ,
Employer Liability Issues ,
Human Resources Professionals ,
Mergers ,
Risk Assessment ,
Sellers ,
Sexual Harassment
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
12/19/2018
/ #MeToo ,
Board of Directors ,
Corporate Culture ,
Corporate Social Responsibility ,
Corporate Strategy ,
Cyber Threats ,
Cybersecurity ,
Data Breach ,
Data Privacy ,
Data Protection ,
Data Security ,
Disclosure Requirements ,
Diversity ,
Enforcement Actions ,
General Elections ,
Popular ,
Sanctions ,
Securities and Exchange Commission (SEC) ,
Sexual Harassment ,
Shareholder Activism ,
Strategic Planning ,
Tax Cuts and Jobs Act ,
Trump Administration
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
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
10/2/2017
/ CEOs ,
Disclosure Requirements ,
Division of Corporate Finance ,
Dodd-Frank ,
Executive Compensation ,
Guidance Update ,
Independent Contractors ,
Leased Employees ,
Median Employee ,
Pay Ratio ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Wall Street