The Impact of Mandatory Gender Pay Gap Disclosure in the UK

By Aneesh Raghunandan and Shivaram Rajgopal June 29, 2021 by renholding

Firms are coming under increasing pressure to close and disclose their gender pay gaps. The pressure stems from several sources, including, (i) socially conscious investors; (ii) interest groups advocating the incorporation of ESG factors into corporate decision-making and stakeholder capitalism …

The Importance of Context for Numbers in Earnings Conference Calls

By Kris Allee, Chuong Do and Huy Do June 28, 2021 by renholding

Numbers generally convey a sense of certainty – especially in accounting and finance. However, this perceived precision also makes it easier to use them in misleading ways. An extensive literature in political science and mass communications discusses how numbers, taken …

Wachtell Lipton Discusses Key Corporate Governance Issues for Mid-Year 2021

By Martin Lipton, Steven A. Rosenblum and Karessa L. Cain June 28, 2021 by renholding

Last year, we did a mid-year edition of our annual Thoughts for Boards of Directors to highlight key issues and considerations in managing the challenging business environment and profound upheaval caused by the pandemic. Many of these issues are still …

Paul Weiss Discusses SEC Move to Consider ESG Disclosures

By Daniel J. Kramer, David S. Huntington, Mark S. Bergman, Brad S. Karp and Audra J. Soloway June 22, 2021 by renholding

The SEC recently closed its period of public comment on the topic of climate-change disclosures after receiving hundreds of submissions. The comments, not surprisingly, reflected a range of views regarding climate-related disclosures, including whether the SEC should or must limit …

The SEC’s Regulation of ESG Disclosures

By David A. Katz and Laura A. McIntosh June 21, 2021 by renholding

The U.S. Securities and Exchange Commission has indicated that ESG disclosure regulation will be a central focus of recently confirmed SEC Chair Gary Gensler’s tenure. At the top of the agenda is climate change disclosure, and the Commission is taking …

ESG and the Pricing of IPOs: Does Sustainability Matter?

By Alessandro Fenili and Carlo Raimondo June 18, 2021 by renholding

In recent years, investors and others in the financial community have devoted increasing attention to the role of sustainability in financial markets and the economy at large. Sustainability is now seen as an alternative form of risk management, a way …

Putting the Electric Cart Before the Horse:* Inevitable Costs of a New ESG Disclosure Regime

By Elad L. Roisman June 7, 2021 by renholding

Thank you to Dan [Bigman] and the Corporate Board Member for inviting me to participate in today’s ESG Board Forum. Of course, the views I express here are my own and do not necessarily represent those of my fellow Commissioners.

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Skadden Discusses SEC and ESG Disclosure

By Brian V. Breheny, Raquel Fox, Marc S. Gerber and Neil P. Stronski May 13, 2021 by renholding

During his Senate confirmation hearing for chair of the Securities and Exchange Commission (SEC), Gary Gensler said he would adhere to the U.S. Supreme Court’s view of materiality: Information is material (and should therefore be disclosed) if there is a …

Making ESG Metrics Trustworthy

By Colleen Honigsberg and Paul Brest April 12, 2021 by renholding

Investors are flocking to companies with good environmental, social, and governance (ESG) scores and are threatening to shun companies with poor ones. For many investors, ESG scores are critical to a company’s long-term profitability, not to mention its impact on …

Quinn Emanuel Discusses SPAC Litigation Risks

By Christopher D. Kercher, Ellison Ward Merkel, R. Brian Timmons and Robert Schwartz April 2, 2021 by Nisha Chandra

Special purpose acquisition companies, or SPACs, took 2020 by storm, with nearly 250 SPACs raising around $83 billion through initial public offerings (“IPOs”)—more than the previous five years combined.[1] The SPAC boom has only accelerated in 2021, with over 200 …

Discretionary Decision-Making and the S&P 500 Index

By Bernard S. Sharfman and Vincent Deluard March 30, 2021 by renholding

Discretion is an integral part of how indices, including stock market indices, are constituted, according to professors Rauterberg and Verstein and Robertson (here and here), and the S&P 500 index is no exception.

The S&P 500 is a …

SEC Commissioner Speaks at Asset Management Advisory Committee Meeting

By Hester M. Peirce March 22, 2021 by renholding

Good morning to you all and thank you Ed [Bernard]. It is always a pleasure to welcome the hard working volunteers of AMAC back to the Commission. I also want to thank Sarah ten Siethoff and the staff of the

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Wachtell Lipton on Whether the SEC Is Pushing the Boundaries of Regulation FD

By John F. Savarese and Wayne M. Carlin March 15, 2021 by renholding

On March 5, the SEC brought an enforcement action charging a public company and three of its investor relations personnel with violations of Regulation FD, alleging that the company’s IR personnel had fed non-public information to sell-side research analysts in …

Market Myopia’s Climate Bubble

By Madison Condon March 9, 2021 by renholding

A growing number of financial institutions, from BlackRock to the Bank of England, have reached the conclusion that markets are not accurately assessing climate change-related risks. European Central Bank President Christine Lagarde recently warned that central bankers “will have to …

Commissioners Discuss SEC’s Enhanced Climate-Change Efforts

By Hester M. Peirce and Elad L. Roisman March 5, 2021 by renholding

Over the past two weeks, we and the public have seen a steady flow of SEC “climate” statements and press releases.[1] Our Divisions of Corporation Finance, Examinations, and Enforcement all have announced climate- or ESG-related initiatives. What does this

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Gibson Dunn Offers 2020 Year-End Securities Litigation Update

By Robert F. Serio, Brian M. Lutz, Monica K. Loseman, Jefferson E. Bell and Mark H. Mixon, Jr. February 23, 2021 by renholding

Notwithstanding the ongoing spread of COVID-19 and unprecedented changes in daily life and the economy, the second half of 2020 marched on to the steady drumbeat of securities-related lawsuits we have observed in recent years, including securities class and stockholder …

Shareholder Monitoring and Discretionary Disclosure

By Venky Nagar and Jordan Schoenfeld February 22, 2021 by renholding

Regulation Fair Disclosure (“Reg FD”) is commonly believed to prohibit managers from disclosing information about their firm to select shareholders. But managers are in fact allowed to do so in several circumstances. Specifically, Reg FD exempts communications to shareholders who …

King & Spalding Discusses Takeaways from GameStop

By John M. Anderson, Robert J. Leclerc, Aaron W. Lipson, Brett R. Schroeder and Michael J. Oberlies February 19, 2021 by snehapandya

The recent meteoric rise (and subsequent fall) of GameStop, AMC Theaters and a host of other “meme stocks” has prompted hedge funds, investment bankers, regulators and public company executives to critically re-examine their preparedness for extraordinary market volatility.

The meme …

The Duty to Disclose Inside Information: The Subtle Relationships Within the European Market Abuse Regulation

By Mathijs Giltjes and Arnoud Pijls February 11, 2021 by renholding

In our recent paper we discuss the European regime governing the disclosure of inside information. In particular, we try to find an answer to the question of which duties of the disclosure regime have been violated in two situations: where …

Addressing ESG in 2021: Who Is in Charge?

By Samuel G. Liss January 29, 2021 by renholding

Over the course of 2020, market forces drove corporations and institutional investors to make expansive commitments to their purpose and social responsibility. This fueled companies in many regions to publish lengthy reports under the ESG moniker (Environmental, Social and Governance). …

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