Why We Should Keep Teaching Dodge v. Ford Motor Co.

By Stephen M. Bainbridge April 26, 2022 by renholding

The question of corporate purpose has been much in the news of late, triggering renewed attention by legal scholars to corporate social responsibility, ESG, and shareholder value maximization. Many of these scholars have been strongly influenced by the late Lynn …

Do Investors Prefer Women CEOs at Firms Targeted by Activists?

By Scott C. Jackson, Chris Agoglia and Dave Piercey April 22, 2022 by renholding

Shareholder activism is playing a larger role than ever in companies’ decisions about their operations and reporting, with over 4,600 firms targeted worldwide from 2013 to 2018. Shareholder activists can have several motives for going after a company, from trying …

Wachtell Lipton Puts Spotlight on Boards: Spring 2022 Update

By Martin Lipton, Steven A. Rosenblum, Karessa L. Cain and Hannah Clark April 21, 2022 by renholding

The ever-evolving challenges facing corporate boards prompt periodic updates to a snapshot of what is expected from the board of directors of a public company—not just the legal rules, or the principles published by institutional investors and various corporate and …

Arnold & Porter Discusses Today’s SEC Examination Priorities, Tomorrow’s SEC Enforcement Actions

By Christian D. H. Schultz, Jane Norberg, Daniel M. Hawke, Ellen Kaye Fleishhacker and David F. Freeman, Jr. April 14, 2022 by renholding

Rounding out a series of quarter-end announcements from the US Securities and Exchange Commission (SEC), the Division of Examinations (Exams) announced its 2022 examination priorities on March 30, 2022. These priorities reflect SEC Chair Gary Gensler’s stated view that the …

The Limits of Enlightened Shareholder Activism

By Virginia Harper Ho April 6, 2022 by renholding

One of the more visible market shifts over the past decade is the rise of what might be called “enlightened shareholder activism” – the use of shareholders’ governance rights to encourage corporations to take action around environmental, social, and governance …

Wachtell Lipton Discusses Board Oversight of ESG and the 2022 Proxy Season

By David M. Silk, Sabastian V. Niles and Carmen X.W. Lu April 4, 2022 by renholding

Last year’s proxy season saw investor support for an unprecedented number of ESG proposals, on issues ranging from climate change to human capital management to diversity, equity and inclusion. Proxy advisory firms increasingly recommended that shareholders vote for such proposals. …

ISS on Addressing the Looming Water Crisis in Investment Portfolios

By Cosima Reiff, Erina Molina and Erin Wood April 1, 2022 by renholding

Water means life. More than half of our bodies consist of water, and it is an indispensable resource for production of food and other goods. It is fundamental for societies and ecosystems alike. While water covers approximately 70 percent of

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How to Translate Climate Disclosure into Investor Action

By Felix Mormann and Milica Mormann March 31, 2022 by renholding

Massive investment is required if mankind is to meet, and master, the challenges presented by global climate change. A recent report by McKinsey & Company posits that capital spending on energy and land-use infrastructure alone will need to exceed $9 …

Exequity Discusses Board Committee Oversight of ESG

By Ben Burney and Emily Brown March 30, 2022 by renholding

Over the past two years, Environmental, Social, and Governance (ESG) matters have become an increasingly important issue in the boardroom. This trend is accelerating today as a growing number of investors and stakeholders expect companies to both produce strong stock …

Unpacking the SEC’s Climate-Related Disclosures: A Quick Tour of the Issues

By John C. Coffee, Jr. March 29, 2022 by renholding

[Editor’s Note: We present this and the following two pieces as a symposium on the U.S. Securities and Exchange Commission’s proposed climate-disclosure rules released on March 21, 2022.]

After a considerable delay, the SEC finally told us last week in …

Is Now the Right Time to Mandate Costly Climate Disclosure?

By Charles K. Whitehead March 29, 2022 by renholding

In August 2021, the United Nations Intergovernmental Panel on Climate Change (“IPCC”) found that “unless there are immediate, rapid and large-scale reductions in greenhouse gas emissions, limiting warming to close to [the Paris Agreement’s goal of] 1.5°C or even 2°C …

Will It Float?: The Legitimacy of the SEC’s Authority for Climate Risk Disclosures

By James D. Cox March 29, 2022 by renholding

On March 21, 2022, the SEC formally launched one of the most significant initiatives ever taken in its nearly 90-year history: proposals for disclosure of climate-related risks. (SEC, The Enhancement and Standardization of Climate-Related Disclosures for Investors. Sec. Act. Rel. …

SEC Chair Gensler on Proposed Mandatory Climate Risk Disclosures

By Gary Gensler March 22, 2022 by renholding

Today [March 21], the Commission is considering a proposal to mandate climate-risk disclosures by public companies. I am pleased to support today’s proposal because, if adopted, it would provide investors with consistent, comparable, and decision-useful information for making their investment

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SEC Commissioner Peirce Criticizes Proposed Mandatory Climate Risk Disclosures

By Hester M. Peirce March 22, 2022 by renholding

Thank you, Chair Gensler. Many people have awaited this day with eager anticipation. I am not one of them. Contrary to the hopes of the eager anticipators, the proposal will not bring consistency, comparability, and reliability to company climate disclosures.

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Skadden Discusses DOJ’s White Collar Crime Enforcement Priorities

By Gary DiBianco, Andrew M. Good, Ryan D. Junck, Jessie K. Liu and David Meister March 18, 2022 by renholding

Remarks made by U.S. Department of Justice (DOJ) officials at the March 2022 American Bar Association’s (ABA’s) National Institute on White Collar Crime (the White Collar Conference) reflect the DOJ’s prioritizing white collar criminal enforcement under the Biden administration.1

On …

The “S” in ESG: Human Capital Management

By George S. Georgiev March 16, 2022 by renholding

Over the past decade, ESG has morphed from a fringe concern into one of the most prominent topics in corporate governance – and a flourishing research area as well.[1] Nevertheless, some notable blindspots remain. Based on a recent survey, …

Stakeholder Capitalism as ESG-Constrained Shareholder Capitalism

By Peter H. Huang March 11, 2022 by renholding

Intense debates are alive and well on the nature and meaning of corporate purpose and corporate personhood. In a new paper, I analyze proposals by the U.S. Securities Exchange Commission to require that all reporting companies make periodic, mandatory …

Skadden Discusses New Pressure on Companies to Disclose Political Policies and Contributions

By Ki P. Hong, Melissa L. Miles and Karina Bakhshi-Azar February 28, 2022 by renholding

Political activities of corporations are increasingly subject to scrutiny on environmental, social and governance (ESG) grounds. Demands that corporations and their political action committees (PACs) justify their contributions based on candidates’ voting records on ESG issues came to the fore …

What ESG-Related Disclosures Should the SEC Mandate?

By Jonathan M. Karpoff, Robert Litan, Catherine M. Schrand and Roman L. Weil February 9, 2022 by renholding

The Financial Economist Roundtable (“FER”) met in July 2021 to discuss current efforts to measure and require disclosure of firms’ ESG activities.[1] The views of individual FER members about specific issues often differ, but the consensus was that financial …

ISS Reviews ESG Equity Indices in 2021

By Hernando Cortina January 28, 2022 by renholding

With some exceptions, 2021 was a generally strong year for equity markets around the world. Impressively, passive ESG products such as ETFs garnered significant inflows of over $150 billion dollars and saw asset under management growth of over 80% globally.

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