Welcome to the inaugural issue of The Insider. This new publication from King & Spalding’s Public Companies Practice, which will be produced periodically, is focused on key developments for chief legal officers and their...more
6/30/2021
/ Attorney-Client Privilege ,
D&O Insurance ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
Duty to Monitor ,
Email ,
Fiduciary Duty ,
Forum Selection ,
Poison Pill ,
Regulatory Oversight ,
Third-Party
BlackRock Doubles Down on Sustainability -
• BlackRock signals substantially more assertive posture on climate-related issues
• New approach to shareholder proposals saw BlackRock support 54% of environmental and social...more
4/23/2021
/ Benchmarking ,
BlackRock ,
Climate Change ,
Coronavirus/COVID-19 ,
Diversity and Inclusion Standards (D&I) ,
EEO-1 ,
Environmental Social & Governance (ESG) ,
Institutional Shareholder Services (ISS) ,
Investment ,
Securities and Exchange Commission (SEC) ,
State Street ,
Sustainability ,
Transparency ,
Vanguard
One ESG topic gaining substantial traction in the United States is stakeholder attention to corporate political involvement, which the SEC’s Acting Chair as of the date of this publication said was “key to any discussion of...more
The COVID-19 pandemic, volatile market conditions, and increasing stakeholder attention to a range of environmental and social topics made 2020 a remarkably difficult year for many public companies. 2021 will bring new...more
4/21/2021
/ Annual Meeting ,
Climate Change ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Institutional Shareholder Services (ISS) ,
Investors ,
Lobbying ,
Proxy Advisors ,
Publicly-Traded Companies ,
Shareholder Proposals
The global COVID-19 pandemic, severe weather events, and the social unrest unleashed in the United States over the past year have amplified the role of Environmental, Social and Governance (“ESG”) as a driving factor in...more
Each January, BlackRock typically previews its stewardship priorities in CEO Larry Fink’s annual letter to portfolio companies, followed soon thereafter by updated proxy voting guidelines. Given BlackRock’s position as the...more
Proxy advisory firms ISS and Glass Lewis have issued their annual updated proxy voting guidelines for the upcoming 2021 proxy season. Glass Lewis’s new guidelines apply to shareholder meetings on or after January 1, 2021,...more
12/8/2020
/ Advance Notice ,
Board of Directors ,
Diversity and Inclusion Standards (D&I) ,
Environmental Policies ,
Exclusive Forum ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Nasdaq ,
Notice Requirements ,
Policy Terms ,
Proxy Advisors ,
Proxy Voting Guidelines ,
Securities and Exchange Commission (SEC) ,
Sexual Harassment ,
Term Limits ,
Virtual Meetings ,
Woman Board Members
On September 23, 2020, the SEC adopted long-awaited amendments to Rule 14a-8 modifying the criteria for eligibility and resubmission of shareholder proposals. Prior to these amendments, the submission threshold had not been...more
Environmental Tort Class Actions -
In what has become a near legal certainty following plant explosions, train wrecks with chemical spills, and other large-scale accidents, plaintiffs often file suit and seek to certify...more
The COVID-19 pandemic and related economic disruption had a wide range of effects on public companies and their pay programs. Although there are no easy “one size fits all” solutions for executive pay, this year has scrambled...more
Many boards have devoted additional time to human resources in recent years as investors and other stakeholders have demanded greater board involvement with “human capital management” (“HCM”). HCM is a broad concept that...more
The COVID-19 pandemic is an unprecedented event in human history, with massive impacts on people and organizations around the world. Companies in the United States have been evaluating and responding to the crisis for several...more
BlackRock, Vanguard, and State Street Global Advisors are the world’s three largest asset managers, collectively representing over $16 trillion in AUM, including 81% of all ETF assets. These “Big Three” investors collectively...more
On January 14th, BlackRock’s CEO Larry Fink issued his annual letter to portfolio company CEOs, this year titled “A Fundamental Reshaping of Finance.” The letter focuses on the potential effect that climate change will have...more
Proxy advisory firms Institutional Shareholder Services (“ISS”) and Glass, Lewis & Co. (“Glass Lewis”) have issued updated proxy voting guidelines for the upcoming 2020 proxy season. Notable policy updates issued by one or...more
11/22/2019
/ Board of Directors ,
Committee Members ,
Corporate Executives ,
Corporate Governance ,
Executive Compensation ,
Glass Lewis ,
Independent Director ,
Institutional Shareholder Services (ISS) ,
Performance Reviews ,
Policy Updates ,
Proxy Advisory Firms ,
Proxy Season ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Say-on-Pay ,
Shareholder Proposals