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  • John C. Coffee, Jr. – Boeing and the Future of Deferred Prosecution Agreements By John C. Coffee, Jr.
  • Leveraging Information Forcing in Good Faith By Hillary Sale
  • The Dark Side of Safe Harbors Comment bubble 2 By Susan C. Morse
  • John C. Coffee, Jr. – Mass Torts and Corporate Strategies: What Will the Courts Allow? By John C. Coffee, Jr.
  • Compliance’s Next Challenge: Polarization By Miriam H. Baer
  • Will the Common Good Guys Come to the Shootout in SEC v. Jarkesy? And Why It Matters By Eric W. Orts
  • Climate Disclosure Line-Drawing and Securities Regulation By Virginia Harper Ho
  • Board Committee Charters and ESG Accountability By Lisa M. Fairfax
Editor-At-Large Reynolds Holding

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Editorial Board John C. Coffee, Jr. Edward F. Greene Kathryn Judge

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environmental social governance

Can Corporate ESG Reports Clear Up ESG Ratings Confusion?

By Michael D. Kimbrough, Xu (Frank) Wang, Sijing Wei and Jiarui (Iris) Zhang December 22, 2022 by renholding

Investors are increasingly incorporating assessments of companies’ performance on environmental, social, and governance (ESG) issues in their portfolio decisions. The global assets under management of the signatories to the United Nations Principles for Responsible Investment (PRI) have grown from about …

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 …

Corporate Stakeholders, Corporate Valuation, and ESG

By Bradford Cornell December 10, 2020 by renholding

In a 1987 paper, available here, we  argued that non-investor stakeholders play an important role in influencing financial policy and corporate valuation. We also  distinguished explicit claims between a company and its counterparties from what we called implicit claims. …

The Need for Employee Buy-in for ESG to Work

By Kyle Welch and Aaron S. Yoon June 18, 2020 by renholding

The value and relevance of environmental, social, and governance (ESG) is an important question because of the increasing popularity of using ESG factors to evaluate investments in companies.

In August 2019, for example, the Business Roundtable, which includes nearly 200 …

Stakeholders Will Guide Companies Out of This Crisis – and the Next One, Too

By Stavros Gadinis and Amelia Miazad June 8, 2020 by renholding

Companies will not survive Covid-19 unless they communicate with their stakeholders. As the world around them transforms, corporate leaders must welcome input from those on the front lines of corporate activity – primarily employees and consumers, but also local communities, …

Wachtell Lipton on How Boards and Management Should Handle ESG and Stakeholder Governance

By Martin Lipton, Steven A. Rosenblum, William Savitt and Karessa L. Cain June 4, 2020 by renholding

As directors and shareholders become increasingly attuned to ESG considerations and stakeholder-oriented governance, they have sought guidance about how to incorporate these imperatives into the board’s decision-making process—particularly regarding decisions that entail trade-offs or an allocation of resources between and …

Why the U.S. Is Lagging on ESG Disclosure Reform

By Virginia Harper Ho June 2, 2020 by renholding

Over the past five years, international organizations ranging from the United Nations and the G20 to the World Economic Forum and the International Organization of Securities Commissioners (IOSCO) have advocated expanding environmental, social, and governance (“ESG”) or “non-financial” reporting by …

Wachtell Lipton on the Purpose of the Corporation

By Martin Lipton, Steven A. Rosenblum, William Savitt and Karessa L. Cain May 27, 2020 by renholding

The growing view that corporations should take into account environmental, social and governance (ESG) issues in running their businesses, and resistance from those who believe that companies should be managed solely to maximize share price, has intensified the focus on …

Nuveen Previews 2020 Proxy Season: Environmental and Social Practices

By Nuveen Responsible Investing Team May 1, 2020 by renholding

Companies recognize the importance of environmental and social (E&S) factors and are giving consideration to a broader group of stakeholders to help mitigate risk. However, new regulations bring uncertainty to the future of environmental, social and governance (ESG) proposals.

The …

Should Corporations Have a Purpose? 

By Jill E. Fisch and Steven Davidoff Solomon April 29, 2020 by renholding

Purpose is currently one of the hottest topics in corporate governance.  Commentators are demanding not only that corporations formally articulate a purpose, but that the corporate purpose embrace the interests of non-shareholder stakeholders or society more generally.  In August 2019, …

How Committed Are Active-Investment Managers to ESG?

By Soohun Kim and Aaron S. Yoon April 21, 2020 by renholding

Using environmental, social, and governance (ESG) factors to evaluate investments in companies has in recent years become increasingly popular and controversial. One of the most notable and influential initiatives for ESG investing is the United Nations Principles for Responsible Investment …

Conference Board Discusses Areas for Board Attention During Pandemic

By Matteo Tonello and Paul Washington April 14, 2020 by renholding

Just as with the financial crisis of 2008, corporate boards of directors are facing the combination of increased responsibility, scrutiny, and uncertainty as their companies grapple with the COVID-19 pandemic.

In the wake of the Great Recession, The Conference Board …

Wachtell Lipton Discusses ESG Disclosures — Considerations for Companies

By David M. Silk, Sabastian V. Niles and Carmen X.W. Lu March 10, 2020 by renholding

Recent months have seen institutional investors, multinational organizations and the private sector emphasize the lack of (and importance of) comparable and decision-useful ESG disclosures.  Some of the key issues in considering ESG disclosures are:

Choice of Framework and Content.  …

Wachtell Lipton on Tax and ESG

By Deborah L. Paul and T. Eiko Stange February 25, 2020 by renholding

Proponents of enhanced environmental, social and governance (“ESG”) disclosure have identified corporate income tax as a relevant metric.  While it is premature to predict how ESG standards in this regard will evolve, a key area of focus is tax arbitrage, …

Wachtell Lipton Discusses State Street’s Voting Push on Financially Material ESG Matters

By Martin Lipton, Sabastian V. Niles and Carmen X.W. Lu February 4, 2020 by renholding

In a letter to directors of public companies, State Street Global Advisors’ President and CEO, Cyrus Taraporevala, reiterated SSgA’s focus on “financially material” ESG issues as “a matter of value, not values.”  He also confirmed that SSgA will go …

The Role of ESG in the Financial Performance of Banks

By Brando Maria Cremona and Maria Lucia Passador January 14, 2020 by renholding

In a new article, we aim to identify the elements and stages that have led to increased attention to corporate social responsibility issues, especially with regard to environmental, social, and governance factors, and to focus on the meaning of each …

How SEC Rule 14a-8 and the Ordinary Business Exception Impede ESG Disclosure Reform

By Virginia Harper Ho November 12, 2019 by renholding

Shareholder proposals urging corporate boards to report on climate‑related risk made headlines in 2017 when they earned majority support from investors at ExxonMobil, Occidental Petroleum, and PPL.[1] The key to this historic vote was the support of the Big …

Is There Too Much Disclosure?

By Virginia Harper Ho November 5, 2019 by renholding

In 2018 and 2019, the SEC released the first amendments to Regulation S-K to emerge from its decades-long project to “modernize and simplify” the disclosure obligations that apply to publicly traded companies. New proposed amendments released for public comment in …

Wachtell Lipton Discusses Directors’ Duties in an Evolving Risk and Governance Landscape

By Martin Lipton and William Savitt September 19, 2019 by renholding

The stakes for responsible corporate stewardship have never been higher.

Corporations today account for a greater proportion of our collective productivity than ever before.  Of the 100 largest economies in the world, 71 are corporations, and only 29 are countries.  …

Modern ESG Activism and Past Civil Rights Activism Compared

By Omari Scott Simmons August 28, 2019 by renholding

The embrace of shareholder activism as a tool to bring about broad social change is a welcome development. It reflects a trend of outsourcing public functions and values to private actors and stems in part from a frustration with interest …

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