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Extraterritorial Reach of Upcoming European ESG Rules

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

SEC Climate Rules Will Significantly Impact Foreign Private Issuers

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

Recent Developments in Shareholder Derivative Litigation Concerning Diversity in Corporate Leadership

The Situation: A number of shareholder derivative lawsuits in federal court have been filed seeking to hold directors and officers of major companies accountable for alleged failures to uphold their companies' stated...more

"Caging the Green Swan"—A Global Take on ESG Risk Management

Intensifying demands from regulators, investors, and the public for attention to environmental, social, and governance ("ESG") considerations presents a key challenge for risk managers, particularly those in the financial...more

European Large Asset Managers Now Unable to Opt Out of Article 4 SFDR

After June 30, 2021, large asset managers will no longer have the option to "explain" noncompliance with Article 4 of EU Regulation (EU) 2019/2088 on sustainability‐related disclosures in the financial services sector...more

Australian Regulators Stress the Importance of Managing Climate-Related Risk

Following in the footsteps of its international counterparts, the Australian Prudential Regulation Authority ("APRA") is ramping up its guidance on the management of climate-related risks. On 22 April 2021, APRA released...more

Sustainability-Linked Instruments: What to Expect in the United States and Latin America

The Situation: Given the negative impact that sustainability-related risks can have on investment returns, investors, banks, and borrowers alike are increasingly focusing on environmental, social, and governance ("ESG")...more

SEC to Review Climate-Related Disclosure: The Start of Things to Come

On February 24, 2021, Securities and Exchange Commission ("SEC") Acting Chair Allison Herren Lee issued a Statement on the Review of Climate-Related Disclosure in which she directed the SEC's Division of Corporation Finance...more

New York Department of Financial Services and European Banking Authority Publish ESG Guidance

The Situation: The New York State Department of Financial Services ("DFS") and the European Banking Authority ("EBA") have published guidance relating to Environmental, Social, and Corporate Governance ("ESG")...more

French Financial Legal Committee Report Reflects on Climate Change Liability

On July 19, 2020, the Legal High Committee for Financial Markets of Paris ("HCJP") issued a report on social and environmental responsibility of companies and their managers under French law. This report was initiated based...more

The Holding Foreign Companies Accountable Act and Related Nasdaq Proposed Rule Changes

Recent measures from U.S. lawmakers and Nasdaq to impose additional requirements on U.S.-listed China-based companies could have wider implications. On May 20, 2020, the U.S. Senate unanimously passed the Holding Foreign...more

SEC Again Urged to Regulate ESG Disclosures - The SEC's Investor Advisory Committee joins the call for SEC rulemaking on ESG...

The Investor Advisory Committee of the U.S. Securities and Exchange Commission ("SEC") recently recommended that the SEC promulgate specific disclosure policies regarding environmental, social, and governance ("ESG") topics...more

Enhanced Focus on the "S" in ESG Investing - Recent events have enhanced investors' focus on social issues and what positions and...

Since the introduction of environmental, social, and governance ("ESG") investing, the environmental and governance aspects have garnered significantly more focus. Issues such as climate change (under the "E") and board...more

Key Pillar of EU Green Deal Nears Completion as Taxonomy Regulation Moves Forward

The Situation: The European Union ("EU") is on track to adopt the Taxonomy Regulation by the end of 2020, a key pillar of both the EU Action Plan on Financing Sustainable Growth and the European Green Deal. The Result: The...more

SEC Scrutinizing ESG Funds

The U.S. Securities and Exchange Commission ("SEC") is scrutinizing the methodologies and criteria of investment funds that embrace environmental, social, and governance ("ESG") strategies as record amounts of money flow into...more

U.S. Chamber of Commerce Releases Best Practices Guidelines for ESG Disclosures

The Situation: Intensifying public interest in companies' Environmental, Social, and Governance ("ESG") information has prompted many to make voluntary ESG disclosures. The Result: The Project for Growth and Opportunity...more

JONES DAY TALKS®: ESG: The Opportunities and the Risks [Audio]

ESG—Environmental, Social, and Governance—investing is attracting the attention of pension funds, hedge funds, sell-side analysts, large money managers, lenders and banks, and political interest groups and activists, all of...more

How to Screen Investments for Sustainability

The Situation: As part of its drive to develop financing for sustainable growth, the European Union is developing an EU-wide classification system for sustainable activities. This common language will be used by market...more

How Green Are You? EU Proposes Climate-Related Update to Guidelines on Non-Financial Reporting

The Situation: The European Union continues to roll out its Action Plan for Financing Sustainable Growth with its latest proposal concerning climate-related disclosures and the European Commission's launch of a public...more

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

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

ESMA Issues Technical Advice on Format and Content of Prospectuses: Focus on Proposed Deletion of Requirement to Include...

As noted above, the new Prospectus Regulation entered into force on 20 July 2017. Following a request for technical advice from the European Commission, the European Securities and Markets Authority ("ESMA") has published...more

Implementation Decree for the Say-on-Pay Provisions of the Loi Sapin II Adopted

Adopted on 8 November 2016, the Sapin II Act (Loi Sapin II) introduced a compulsory ex ante vote on remuneration policy and an ex post vote on the amount of remuneration received in accordance with the policy passed the...more

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