Stakeholder Engagement

By Brett McDonnell December 15, 2022 by renholding

A common argument against stakeholder governance is that it renders managers less accountable while doing little to improve the welfare of stakeholders. Lucian Bebchuk and Roberto Tallarita call this “The Illusory Promise of Stakeholder Governance.” But what if stakeholder governance …

SEC Announces Enforcement Results for FY 2022

By Securities and Exchange Commission November 16, 2022 by renholding

The Securities and Exchange Commission today [November 15] announced that it filed 760 total enforcement actions in fiscal year 2022, a 9 percent increase over the prior year. These included 462 new, or “stand alone,” enforcement actions, a 6.5 percent …

Social Washing or Credible Communication?

By Nathan C. Goldman and Yuan Zhang November 15, 2022 by renholding

Investor demand for information about firms’ environmental, social, and governance (ESG) commitments has prompted substantial corporate disclosure of their ESG activities. However, these disclosures often raise questions of “social washing,” where firms make unsubstantiated claims or misrepresent their company as …

How Companies Distract Investors When Disclosing Bad News

By Caleb Rawson, Brady J. Twedt and Jessica Watkins November 11, 2022 by renholding

SEC regulations require public firms to disclose any “material event” on a form 8-K filed within a certain time period. These events include earnings announcements, changes in an executive or director, changes in auditor and the issuance of new debt …

How Mandatory Disclosure Affects the Takeover Market for Private Banks

By Urooj Khan, Doron Nissim and Jing Wen November 10, 2022 by renholding

Financial disclosure is critical for the efficient allocation and reallocation of capital. However, the debate on the costs and benefits of disclosure mandates is unresolved, and the empirical evidence is mixed. In a new paper, we contribute to this debate …

What CEOs Really Get Paid under Long-term Incentive Plans

By Zhi Li, Qiyuan Peng and Lingling Wang November 9, 2022 by renholding

U.S. public firms increasingly use long-term performance-based plans to compensate CEOs. Under these plans, CEOs are expected to receive different levels of pay based on how the firm performs relative to various performance goals over multi-year periods. For example, Tesla …

Issues to Consider before Mandating ESG Disclosures through Securities Regulation

By Hans B. Christensen November 4, 2022 by renholding

A recent policy innovation is the use of securities regulations to solve social challenges. It started with mine-labor-safety and conflict-minerals disclosures in the 2010 Dodd-Frank Act and continues today with the Securities and Exchange Commission (SEC) proposal to mandate climate …

Davis Polk Discusses New SEC Rules on Fund Shareholder Reports

By Gregory S. Rowland, Michael S. Hong, Sarah E. Kim, Leor Landa and Matthew R. Silver November 3, 2022 by renholding

On October 26, 2022, the Securities and Exchange Commission (SEC) adopted new rule and form amendments (the Amendments) that require mutual funds and exchange-traded funds to (i) transmit annual and semi-annual shareholder reports that highlight certain key information such as …

How to Improve Disclosure and Promote Better Corporate Governance in Public Companies

By Jennifer O’Hare October 28, 2022 by renholding

Corporate governance guidelines (“CGGs”) are a relatively recent addition to the corporate governance framework of public companies. In 2003, in response to accounting scandals at Enron Corporation and several other large public companies, the NYSE created rules to improve the …

When Disclosure Isn’t Enough: Evidence on Cursedness in Betting Markets

By Darren Bernard, Madi Kapparov, Sara Toynbee and John Wertz October 26, 2022 by renholding

Capital market regulation often relies on two methods: imposing restrictions on the actions of parties with private information and requiring greater transparency about these actions. The U.S. Securities and Exchange Commission’s (SEC) recent proposal targeting insider trading abuses follows this …

The Real Impact of Voluntary ESG Disclosure Standards

By Khrystyna Bochkay, Seungju Choi and Jeffrey Hales August 15, 2022 by renholding

Despite the dramatic increase in corporate-sustainability disclosure in recent years, the absence of uniform reporting standards has prompted concern among investors and companies and led to inconsistent disclosure practices, deceptive green marketing, and a lack of useful information. To better …

Why Do Institutional Investors Request Climate-Related Disclosures?

By Shira Cohen, Igor Kadach and Gaizka Ormazabal July 20, 2022 by renholding

An important debate is playing out over the role of institutional investors in the global effort to mitigate climate risk and achieve net-zero emissions. While some believe that institutional investors are sufficient catalysts in preparing us for a low carbon …

Issuer Liability: Ownership Structure and the Circularity Debate

By Martin Gelter July 6, 2022 by renholding

In many countries, investors can hold publicly traded companies liable for public misstatements. Issuer liability is intuitively appealing because statements are generally made on behalf of the company by its representatives. Moreover, large companies typically have deep pockets, which ensures …

Reimagining Board Committees to Accommodate Worker Voice

By Douglas K. Chia July 5, 2022 by renholding

Employees at U.S. public corporations have increasingly demanded that their concerns be heard at the very senior levels of management. If current trends continue, boards of directors could also be challenged to accommodate “worker voice” more formally. Rather than being …

The Pros and Cons of Disclosing News in Distressed Organizations

By Hrishikesh Desai and Daniel Schaupp July 1, 2022 by renholding

Regulation affecting managers’ disclosure of news in U.S. organizations has been affected by three main changes over the past three decades: (a) The Private Securities Litigation Reform (PSLR) Act, 1995, which protected managers from litigation arising from the disclosure of …

Do Investor Reactions Differ Across the Lifecycle of ESG Initiatives?

By Shannon Garavaglia, Ben W. Van Landuyt, Brian J. White and Julie R. Irwin June 14, 2022 by renholding

Firms often take on environmental, social, and governance (ESG) initiatives to increase their sustainability and the positive feelings among investors. However, specific ESG initiatives, like all business initiatives, rarely continue indefinitely, and “pruning” them is an integral part of firms’ …

SEC Chair Gensler on ESG Disclosures Proposal

By Gary Gensler May 27, 2022 by renholding

Today [May 25], the Commission is considering a proposal to improve disclosures by certain investment advisers and funds that purport to take Environmental, Social, and Governance (ESG) factors into consideration when making investing decisions. I am pleased to support this

…

Katten Discusses Shareholder Litigation Risk in an Unstable Geopolitical Environment

By Richard Zelichov and Trevor T. Garmey May 26, 2022 by renholding

Over the past two years, U.S. public companies faced an unpredictable risk environment. Two geopolitical crises – the Covid-19 pandemic, and the Russian invasion of Ukraine – strained international supply chains and destabilized financial markets.

It is tempting to view …

How Mandatory Corporate CSR Disclosures Affect Investors

By Kirsten Fanning, Richard C. Hatfield and Chez Sealy May 24, 2022 by renholding

Investment in companies that engage in sustainable corporate practices is growing rapidly, with those companies receiving approximately $17 trillion from investors so far in the United States alone. As a result, the majority of public companies now voluntarily disclose environmental, …

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