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SEC Settles Charges with Keurig Over ESG Disclosures

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

Third Time's a Charm: EU Moves to Approve the Sustainability Due Diligence Directive

The Council of the European Union ("EU") approved the Corporate Sustainability Due Diligence Directive ("CS3D") on March 15, 2024. The CS3D contains due diligence and governance obligations that will have an extensive impact...more

The EU Green Bonds Regulation Is (Almost) Live

In a watershed moment for green and sustainability-linked bonds, on November 30, 2023, the Regulation on European Green Bonds ("EuGB Regulation") was published in the Official Journal of the European Union ("EU")....more

Adoption of Final Version of European Green Bond Standard: A New Landmark Tool for Sustainable Finance

The Situation: On October 5, 2023, the European Parliament and the Council of the European Union adopted the European Green Bond Regulation ("EuGB Regulation"), establishing a voluntary harmonized standard open to both EU and...more

SEC Adopts Amendments to the Beneficial Ownership Rules

In Short - The Background: On October 10, 2023, the U.S. Securities and Exchange Commission (the "SEC") adopted amendments to the rules that govern beneficial ownership reporting for investors, marking the first update to...more

Who, What, When: The Impact of the EU CSRD on Non-EU Companies

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

From Aspiration to Execution—ESG Legal Risks in the UK Real Estate Sector

ESG issues are front and centre in many sectors and many boardrooms. The UK real estate sector is no exception. Unsurprisingly, the principal focus has been on the “E”, with the environmental aspects of developing and...more

The European Parliament Adopts New Sustainability Reporting Rules

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

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 Adopts Mandatory Electronic Filing for Form 144

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

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

SEC Brings Landmark Suit Over Alleged Misrepresentations in ESG-Related Documents

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

JONES DAY TALKS®: European Central Bank’s Climate Center & Investment Plans Focus on Sustainability (Encore Presentation) [Audio]

A JONES DAY TALKS® Encore Presentation. From May 2021. The European Central Bank's decision to establish a Climate Change Center and invest in a green bond fund launched by the Bank for International Settlements reflects the...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

Climate Change Litigation Bombshell: Dutch Lower Court Orders Royal Dutch Shell to Reduce CO2 Emissions

The Ruling: On May 26, 2021, the Hague District Court ("Court") issued a ruling ordering Royal Dutch Shell Plc ("RDS"), the parent company of the Shell group with its registered office in the Netherlands, to ensure that the...more

JONES DAY TALKS®: European Central Bank’s Climate Center & Investment Plans Focus on Sustainability [Audio]

The European Central Bank's decision to establish a Climate Change Center and invest in a green bond fund launched by the Bank for International Settlements reflects the growing importance of climate change, and ESG more...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

ESG Risks for Financial Institutions: Eliminating Significant "Gotchas"

The Background: Demand for environmental, social, and governance ("ESG")-aligned companies and investment products is transforming the investing landscape. Financial institutions will be at the forefront of this change, as...more

SEC Reviews and Approves NYSE Rule Changes to Permit Capital Raising in Direct Listings

The Situation: In August 2020, the Division of Trading and Markets ("Division") of the U.S. Securities and Exchange Commission ("SEC") approved proposed rule changes by the New York Stock Exchange ("NYSE") to permit primary...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

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