ESG and SEC Enforcement in 2022
Videocast: Asset management regulation in 2020 videocast series – Advisers Act regulatory agenda
Videocast: Asset management regulation in 2020 videocast series – DOL: What’s ahead
ERISA Plan Fiduciaries’ Proxy Voting: Regulatory Updates
Proxy advisors, and specifically ISS and Glass Lewis, are in the business of advising asset managers on whether to vote for or against the thousands of director nominees and proposals that are presented to shareholders each...more
On January 10, 2025, Judge Reed O’Connor of the Northern District of Texas issued a much-anticipated ruling in Spence v. American Airlines, Inc., which marks the first time that a federal judge has written an on-the-merits...more
Just before the holidays got going, BlackRock updated their voting policies and engagement priorities. Here’s a laundry list of those updated documents...more
The Securities and Exchange Commission (“SEC”) adopted amendments to Form N-PX on November 2, 2022. Previously, Form N-PX applied solely to registered investment companies (i.e., mutual funds, exchange-traded funds and...more
A recent summary judgment decision from the U.S. District Court for the Northern District of Texas in an ERISA (Employee Retirement Income Security Act) class action challenging the alleged impact of environmental, social,...more
Investment managers required to file Form N-PX pursuant to Rule 14Ad-1 of the Securities Exchange Act of 1934, as amended, will face their initial Form N-PX filing deadline on August 31, 2024. Although the filing obligation...more
The Investment Advisers Act of 1940 (the “Advisers Act”) is a relatively compact statute, and for many years the Securities and Exchange Commission (SEC) adopted relatively few regulations specifically targeting Advisers Act...more
A Texas federal judge recently permitted an environmental, social, and governance- (ESG) related Employee Retirement Income Security Act (ERISA) case filed by an airline pilot against his employer and its benefits plan to...more
In late 2022, the U.S. Department of Labor (the “DOL”) issued final regulations (the “Final Rules”) which address the extent to which ERISA fiduciaries may consider environmental, social and governance (“ESG”) factors when...more
If you manage a private investment fund that is subject to Title I of ERISA and is not a feeder fund (an “ERISA Fund”), you should, before December 1, 2023, take the steps described below in order to comply with the DOL’s...more
On July 1, 2023, the first reporting period for disclosure on Form N-PX of proxy votes regarding certain executive compensation matters began for institutional investment managers that file Form 13F under the Securities...more
In this episode of The Proskauer Benefits Brief, Proskauer partners Ira Bogner and Adam Scoll and law clerk Tanusha Yarlagadda discuss the Department of Labor’s final ESG rules issued on November 22, 2022, and how those rules...more
This legal update summarizes (a) the reporting requirements under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are generally applicable to persons that own, or exercise investment...more
Last year the Department of Labor (“DOL”) proposed changes to ERISA regulations that govern the consideration of environmental, social, and governance (“ESG”) factors in retirement plans, as well as fiduciary...more
Executive Summary: The Department of Labor released a final rule that addresses fiduciary duties when (1) considering ESG factors in selecting investments, and (2) considering whether and how to vote proxies, for plans...more
On November 22, the United States Department of Labor (“DOL”) released its final rule (the “Final Rule”) adopting certain revisions to its investment duties regulation under ERISA at 29 CFR Section 2550.404a-1 (the “Section...more
On November 22, 2022, the U.S. Department of Labor’s Employee Benefits Security Administration (the “DOL”) released final regulations (the “Final Rules”) that are intended to be more supportive of ERISA fiduciaries...more
On November 22, 2022, the U.S. Department of Labor (DOL) issued a final regulation amending prior regulations, adopted in 2020, relating to environmental, social and corporate governance (ESG) considerations in investment and...more
On 2 November 2022, by a vote of 3-2 (with Commissioners Hester Peirce and Mark Uyeda objecting), the Securities and Exchange Commission (SEC) adopted, substantially as proposed in September 2021, final form and rule...more
On 2 November 2022, the U.S. Securities and Exchange Commission (SEC) voted 3–2, along party lines, to adopt a final rule and form amendments (together, the Final Rule) that would require additional disclosure on Form N-PX...more
On November 2, 2022, the Securities and Exchange Commission, by a three-to-two vote, adopted amendments to Form N-PX under the Investment Company Act of 1940, to improve the utility to investors of proxy voting information...more
The investment management industry faces a range of proposed new SEC regulations, including ESG and fund name rules, and the agency is seeking comments that could lead to other new rules. Also, a reminder of approaching...more
Key Takeaways: The SEC is proposing to require funds to use standardized disclosures when reporting their proxy votes on Form N-PX and to tie the description of each matter voted to the issuer’s form of proxy to help...more
With the stated goal of making it easier for investors to identify votes of interest and compare and analyze voting records, on September 29, 2021, the SEC released a proposed rule and amendments to Form N-PX (collectively,...more
On March 3, 2021, the Securities and Exchange Commission’s (the SEC) Division of Examinations (the Division) announced its Examination Priorities for 2021, which included an enhanced focus on climate-related risks. ...more