Since Kramer Levin issued its Corporate Governance: 2022 Midyear Review, a wave of enforcement actions by the Department of Justice (DOJ) and Securities and Exchange Commission (SEC) has underscored the continued importance...more
On Nov. 22, 2022, the Securities and Exchange Commission (SEC) charged an investment adviser subsidiary of a major U.S. financial institution with violations of Section 206(4) of the Investment Advisers Act of 1940 (Advisers...more
Efforts to increase diversity at the top of public companies remain at the forefront of corporate consciousness and governance. As we have previously reported , stakeholder interest in diversified leadership has led to a...more
Environment, social and governance (ESG) or “sustainability” factors are criteria that are used to measure a company in a way that is not typically included in the company’s financial statements. For example, ESG can include...more
The first half of 2022 illuminated important trends in the corporate governance space. In recent months, there were notable developments in the enforcement of economic sanctions and export control measures, and the oversight...more
7/5/2022
/ California ,
Corporate Counsel ,
Corporate Governance ,
Cryptocurrency ,
Cybersecurity ,
Department of Justice (DOJ) ,
Environmental Social & Governance (ESG) ,
Equal Protection ,
Export Controls ,
Popular ,
Proxy Season ,
Securities and Exchange Commission (SEC) ,
State Constitutions ,
White Collar Crimes
On May 13, the Superior Court of California, County of Los Angeles, issued a verdict following a bench trial that effectively struck down SB 826, a California statute requiring the boards of public corporations based in the...more
On April 28, the Securities and Exchange Commission (SEC) filed a complaint against the Brazilian mining company Vale S.A., alleging that the company made false and misleading statements to investors about the company’s...more
On April 1, 2022, the Superior Court of California, County of Los Angeles, granted a summary judgment motion that effectively struck down AB 979, a California statute requiring the boards of public corporations based in the...more
On March 21, 2022, the Securities and Exchange Commission (SEC) issued for comment proposed rules requiring companies to include climate-related disclosures in their registration statements and periodic reports filed under...more
On Feb. 23, 2022, the European Commission (Commission) announced a proposed Directive on Corporate Sustainability Due Diligence, which would establish uniform EU-wide requirements to foster compliance with certain...more
In January, the New York State Assembly and Senate introduced identical bills seeking to impose broad environmental, social and governance (ESG) mandates on the global fashion industry. If passed, the Fashion Sustainability...more
This client alert provides an overview of recent key updates on environmental, social and governance (ESG) matters from the leading proxy advisory firms and major institutional investors. We also address updated guidance by...more
1/28/2022
/ Board of Directors ,
Climate Change ,
Corporate Governance ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
Glass Lewis ,
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)
2021 was a busy year for corporate governance matters, with new legislation passed early in the year and new enforcement priorities emerging under the Biden administration. Kramer Levin lawyers published numerous articles...more
1/6/2022
/ Anti-Money Laundering ,
Broker-Dealer ,
Caremark claim ,
Corporate Governance ,
Cybersecurity ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
Federal Trade Commission (FTC) ,
FinCEN ,
Foreign Corrupt Practices Act (FCPA) ,
Office of Foreign Assets Control (OFAC) ,
Public Comment ,
Securities and Exchange Commission (SEC)
On Oct. 13, 2021, the U.S. Department of Labor (DOL) proposed amendments to its regulations (the Proposed Rule) that enhance the ability of employee benefit plan fiduciaries to consider climate change and other environmental,...more
On Friday, June 11, the Securities and Exchange Commission (SEC) filed its Agency Rule List for Spring 2021 with the Office of Management and Budget. The Agency Rule List gives clarity to when companies can expect to see...more
6/16/2021
/ 10b5-1 Plans ,
Cybersecurity ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Investment Adviser ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Special Purpose Acquisition Companies (SPACs)
On March 4, the U.S. Securities and Exchange Commission (SEC) announced the creation of a Climate and ESG Task Force in the Division of Enforcement. Climate risks and sustainability have been of increasingly critical interest...more
3/8/2021
/ Biden Administration ,
Business Strategies ,
Capital Investments ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Investment Management ,
Joint Task Force ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Sustainability