Milbank Discusses SEC Guidance on Shareholder Proposals and the Way to Regulate Climate Change

By Neil Whoriskey November 24, 2021 by renholding

As a result of the SEC’s most recent Staff Legal Bulletin [1] (“SLB”), shareholder proposals that focus on a “significant social policy” will not be excludable simply because the policy issue is not, in fact, “significant” to the company receiving …

SEC Commissioner Speaks on ESG Risks and Company Accounting Controls

By Caroline A. Crenshaw November 17, 2021 by renholding

Thank you for the kind introduction Kevin [Gould]. It’s a pleasure to be here today at the annual PepsiCo-PwC CPE conference, which I understand is a tradition going back 18 years now. I appreciate the opportunity to speak, and I

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ESG Investing: Why Here? Why Now?

By Jonathan R. Macey November 15, 2021 by renholding

ESG investing is taking the world of finance by storm. Few concepts have come to dominate an academic discipline as quickly as Environmental, Social, and Governance (ESG) has come to dominate the field of corporate law. While certain forms of …

Modernizing ESG and Climate Risk Disclosure

By Virginia Harper Ho November 11, 2021 by renholding

On November 3, timed to coincide with the United Nation’s COP26 climate summit in Glasgow, the IFRS Foundation announced prototype global reporting standards for corporate climate and sustainability disclosures, and the formation of the International Sustainability Standards Board (ISSB) to …

SEC Enforcement Chief Speaks on Regulation Outside the U.S.

By Gurbir Grewal November 10, 2021 by renholding

Good morning, everyone and thank you for inviting me to deliver the Scott Friestad Memorial Keynote address. I didn’t have the privilege of knowing Scott, but in my few months as Director, I’ve frequently heard his name, and I’ve noticed

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Debevoise Discusses the Labor Department’s Proposal on ESG and ERISA

By Lawrence K. Cagney, Jonathan F. Lewis, Douglas M. Hirn and Alison E. Buckley-Serfass October 21, 2021 by renholding

On October 14, 2021, the U.S. Department of Labor (the “DOL”) issued proposed regulations that represent the first step in meeting President Biden’s directive to revise or rescind the recent Trump-era rules addressing a fiduciary’s duties under Section 404 of …

Capitalism, Heal Thyself

By Alan R. Palmiter October 14, 2021 by renholding

A paradigm shift is underway: The corporation – much reviled as a cost-externalizing, short-termist, inward-focused, politically manipulative machine – is undergoing a fundamental change. This is good news. Corporations are beginning to confront the harm they created, allowing capitalism to …

Wachtell Lipton on Dealing with Activist Hedge Funds and Other Activist Investors

By Martin Lipton, Steven A. Rosenblum, Karessa L. Cain, Sabastian V. Niles and Anna Dimitrijević October 13, 2021 by renholding

Despite a short dip at the outset of the pandemic, activism has rebounded and now continues at an ever-growing intensity. As we have previously noted, regardless of industry, size or performance, no company should consider itself immune from activism. No …

Arnold & Porter Discusses ESG, Disclosure, and Whistleblowing

By Jane Norberg, Robert Azarow, Daniel M. Hawke, Brian D. Israel and Erik Walsh September 29, 2021 by renholding

On August 25, 2021, The Wall Street Journal reported that the SEC and the United States Attorney’s Office for the Eastern District of New York are investigating greenwashing allegations made by the former head of sustainability of Deutsche Bank AG’s …

Disclosure Procedure

By Andrew Jennings September 13, 2021 by renholding

Each year, U.S. public companies spend millions of people-hours producing the securities disclosures that undergird public capital markets. But relatively little is known about how firms produce such consequential information, including whether they are spending too much, too little, or …

Wachtell Lipton Puts a Spotlight on Boards

By Martin Lipton, Steven A. Rosenblum, Karessa L. Cain and Hannah Clark September 9, 2021 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 NY Financial Regulator’s Collection of Diversity, Equity, and Inclusion Data

By Robert Azarow, David Freeman, Michael Mancusi, Monique Holmes and Howard Hyde September 8, 2021 by renholding

On July 29, 2021, the Superintendent of the New York State Department of Financial Services (DFS) issued an Industry Letter (Industry Letter) announcing its new initiative to support diversity, equity and inclusion (DEI) efforts by collecting and publishing data on …

Don’t Compound the Caremark Mistake by Extending It to ESG Oversight

By Stephen M. Bainbridge August 24, 2021 by renholding

Since the foundational decision in In re Caremark Intern. Inc. Derivative Litig.,[1] Delaware corporate law has required boards of directors to establish reasonable legal compliance programs. Although Caremark has been applied almost exclusively with respect to law and …

ISS on Maximizing Good Results in Global Sustainable Finance Industry

By Soumya Munagala August 13, 2021 by renholding

The global sustainable finance industry has been described as an ‘industry in transition’, according to the recently-released Global Sustainable Investment Review 2020. This is reflective not only of the growth of the industry, but also the steps taken by

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SEC Chair Gensler Speaks on Climate Risk and Disclosure

By Gary Gensler July 29, 2021 by renholding

It’s good to be here with the Principles for Responsible Investment. As is customary, I’d like to note my views are my own, and I’m not speaking on behalf of the Commission or the SEC’s staff.

Before we get to …

Corporate Governance, the Depth of Altruism, and the Polyphony of Voice

By Jeffrey N. Gordon July 27, 2021 by renholding

This post responds to the paper, Exit vs. Voice, by Eleonora Broccardo, Oliver Hart, and Luigi Zingales (BHZ),^[1] a deep engagement with the choice between alternative means by which an “altruistic” investor can influence corporate behavior. An “altruistic” investor …

SEC Commissioner Peirce Speaks on ESG Disclosure

By Hester M. Peirce July 21, 2021 by renholding

This summer was the summer of the cicadas. The dull hum of their song permeated the solitude of an evening stroll, along with the disconcerting crunch as pedestrian attempts to avoid squashing the creatures inevitably failed. Every seventeen years the …

Wachtell Lipton Discusses the Purpose of the Corporation

By Martin Lipton, William Savitt and Carmen X. W. Lu July 20, 2021 by renholding

In recent years, the concept of “corporate purpose” has been invoked as a shorthand to address a corporation’s commitment to include stakeholder governance—and with it commitments to sustainability, diversity, inclusion, social responsibility and other ESG issues—as part of a corporate …

The Role of the External Auditor in Managing Environmental, Social, and Governance Reputation Risk

By Tamara A. Lambert and Bright Asante-Appiah July 14, 2021 by renholding

Companies are under increasing pressure to manage their reputations on environmental, social, and governance (ESG) issues. Some companies have lost revenue, gone bankrupt, been boycotted by customers, or otherwise suffered a decline in value because of a negative reputation on …

The Evolution of Environmental Discourse in Conference Calls

By Elaine Henry, Xi Jiang, and Andrea Rozario July 12, 2021 by renholding

Climate change disclosure ranks among the priorities of Gary Gensler, the new chair of the Securities and Exchange Commission. With the rapid reallocation of capital to green investments – characterized as a “tectonic shift” by BlackRock[1] and a “frenzy” …

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