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Venable LLP

ISS Releases 2025 Policy Survey

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Institutional Shareholder Services Inc. (ISS) recently released its Annual Benchmark Policy Survey (the "Policy Survey"). In keeping with its prior practice, ISS seeks responses from institutional shareholders, issuers,...more

Cooley LLP

Surprising pushback on Delaware proposed amendments

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Recently, the Council of the Corporation Law Section of the Delaware State Bar Association proposed some amendments to the Delaware General Corporation Law, as they do with some regularity. (See this Alert from the Delaware...more

Goodwin

What’s in a Name? Why Your “Dual Class” IPO Should Be a “Dual Series” IPO Instead

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We recently represented Klaviyo, Inc. (NYSE: KVYO), in its $576 million initial public offering on the New York Stock Exchange. As has been extensively reported in the media, Klaviyo’s very successful offering represented the...more

BCLP

Crisis of Trust: Corporate Governance Update 2023

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Following a series of accounting and audit scandals in recent years and what has been described as a “crisis of trust”, the UK Government, regulatory bodies, and institutional investor groups have set out to reform the UK’s...more

BCLP

Update from Parker Review 2023

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An update report from the Parker Review on Ethnic Diversity highlights that 96% of FTSE 100 companies have met the target of at least one minority ethnic director on their boards. FTSE 250 companies are making progress...more

Goldberg Segalla

Oil Giant’s Directors Sued Personally for “Flawed” Climate Strategy in One-of-a-Kind Lawsuit

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Lawyers at the environmental law firm ClientEarth earlier this month personally sued the directors of one of the largest oil producers in a derivative action for their alleged failure to manage material and foreseeable...more

BCLP

Preparing for your 2023 AGM

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2022 saw the return of physical meetings for a significant majority of AGMs, with companies viewing hybrid meetings as more complex and costly. Institutional investors continue to support well organised hybrid meetings, but...more

Orrick, Herrington & Sutcliffe LLP

ESG Litigation and Regulatory Enforcement Actions: Positioning Your Company to Avoid What’s Coming

In the early days, most company Environmental, Social, and Governance (ESG) programs were more akin to Corporate Social Responsibility, with companies publicly highlighting initiatives that benefit their communities. They...more

WilmerHale

Shareholder Focus on Reproductive Rights Post-Dobbs

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Companies are responding in a myriad of ways to the US Supreme Court’s ruling in Dobbs v. Jackson Women’s Health Organization (Dobbs), including by expanding healthcare travel benefits to reduce barriers to accessing care in...more

Goodwin

California Law Requiring Female Directors on Public Company Boards Held Unconstitutional

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Ruling Follows Similar Decision on Underrepresented Minority Directors in April 2022 - A California court has held that California Senate Bill 826, which required that “publicly held” corporations that listed a California...more

Bass, Berry & Sims PLC

A Summary of Certain Proxy Advisory Firm and Institutional Investor Board Diversity Policies - 2022

Institutional investors and proxy advisory firms continue developing and refining their policies regarding board diversity. While gender diversity on public company boards has been in focus for some time now, institutional...more

BCLP

Despite California Court Ruling, Board Diversity Remains Center Stage

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Despite a California superior court’s recent ruling against a 2020 California law (AB 979), the move toward increasing board diversity is alive and well, as proxy advisory firms, institutional investors, Nasdaq and others...more

Patterson Belknap Webb & Tyler LLP

ESG Funds Must Tread Carefully as Russia Sanctions Bite

The full-scale invasion of Ukraine by a revanchist Russia continues to dominate headlines as the war enters its second month. While the sometimes-terrible choices facing those living in the conflict zone are unparalleled,...more

Skadden, Arps, Slate, Meagher & Flom LLP

Activism Landscape Continues To Evolve

Takeaways - ESG activist campaigners are likely to continue asserting themselves. Companies that have merged with SPACs and whose stock prices have slumped will be at risk for activist pressure. Watch for more activist...more

Skadden, Arps, Slate, Meagher & Flom LLP

Institutional Investors, Activists and Legal Reforms Begin Altering Japanese Corporate Governance

Takeaways - Shareholder activism continues to gain momentum in Japan as domestic institutional investors become increasingly receptive to shareholder proposals and board nominees. Even when activist proposals are...more

Proskauer Rose LLP

The Expanding Green Horizon: EU and UK ESG Regulatory Considerations and Developments for 2022

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The fund and asset management industry has been more focused on environmental, social and governance (“ESG”) issues in the last two years than it has been in, perhaps, the last decade....more

Skadden, Arps, Slate, Meagher & Flom LLP

UK, US and Some Asian Jurisdictions Join in Pressing Companies To Diversify Their Boards

Takeaways - The FCA is poised to adopt rules requiring companies with equity shares listed on the premium and standard segments of the U.K. main market to report annually on their achievement of gender and ethnic diversity...more

Goodwin

ESG Shareholder Proposals Will be More Difficult to Exclude After SEC Staff Interpretive Reversal

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On November 3, 2021, the staff (“staff”) of the Division of Corporation Finance (“Division”) of the U.S. Securities and Exchange Commission (“SEC”) published Staff Legal Bulletin No. 14L which reverses a series of...more

Latham & Watkins LLP

FCA Launches Discussion on Sustainability Disclosure Requirements and Product Labels

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The regulator is inviting views on potential criteria for classifying and labelling investment products, and on further entity- and product-level sustainability-related disclosures. On 3 November 2021, the FCA published...more

Barnea Jaffa Lande & Co.

Israel Securities Authority: Guidelines for Discussions with Investors Prior to Publication of a Prospectus

A wave of IPOs continues to flood the market, prompting the Israel Securities Authority to publish a new staff position paper discussing three key topics. Information disclosures In principle, the Israeli Securities Law...more

BCLP

Momentum Shifts as Investors Consider Growing Link Between ESG and EPS

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A trio of recent developments illustrate growing support for Environmental Social and Governance (ESG) initiatives in the U.S., as well as abroad. ESG regulatory and legal risks now appear top of mind for institutional...more

Kelley Drye & Warren LLP

Board Oversight of ESG: Beyond Disclosure

While pressure from institutional investors, such as BlackRock, Vanguard, and State Street, has contributed to increased focus and urgency on environmental, social, and governance (ESG) matters, so has pressure from...more

Bass, Berry & Sims PLC

A Summary of Certain Proxy Advisory Firm and Institutional Investor Board Diversity Policies

Bass, Berry & Sims PLC on

Institutional investors and proxy advisory firms continue to develop and refine their policies regarding board diversity. While gender diversity on public company boards has been in focus for some time now, institutional...more

White & Case LLP

SHRD II - CONSOB approves new rules for remuneration reporting, related parties transactions and engagement policies

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CONSOB approved regulatory changes to adapt the Italian second-level regulation to the Shareholder Rights Directive II. The key regulatory changes concern:  - Remuneration Reporting, - Related-Party...more

BCLP

New ISS 2021 Factors for Governance QualityScore Address Investor Hot Topics

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ISS recently released updated methodology for its Governance QualityScore (GQS) rating system for institutional investors. The new factors relate to areas of emerging concern to investors, with 11 of the 17 new factors...more

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