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
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 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
7/20/2021
/ Board of Directors ,
Corporate Governance ,
Derivative Suit ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
Forum Selection ,
Motion to Dismiss ,
Securities Regulation ,
Securities Violations ,
Shareholder Litigation ,
Shareholders
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
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
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
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
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
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
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
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
7/13/2020
/ China ,
China Securities Regulatory Commission (CSRC) ,
Corporate Governance ,
Disclosure Requirements ,
Foreign Governments ,
Listing Standards ,
Nasdaq ,
NYSE ,
PCAOB ,
Popular ,
Publicly-Traded Companies ,
Regulatory Oversight ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
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
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
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
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
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
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
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
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
3/18/2019
/ Climate Change ,
Corporate Counsel ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Policies ,
EU ,
European Commission ,
New Guidance ,
Popular ,
Public Interest Entities ,
Reporting Requirements
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
11/2/2018
/ Capital Markets ,
Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Cross-Border Transactions ,
Environmental Policies ,
EU ,
Green Bonds ,
Investment ,
Loan Market Association ,
Member State ,
MiFID II ,
Popular ,
Proposed Regulation ,
Rulemaking Process ,
Shareholder Proposals
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
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