ESG

Wachtell Lipton Shines a Spotlight on Boards

By Martin Lipton July 9, 2019 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 major public company—not just the legal rules, or the principles published by institutional investors and various corporate …

Boards of Directors’ Duty of Oversight and ESG Matters: “Caremark” Revisited

By Eduardo Gallardo July 2, 2019 by renholding

Law is a reflection of society, and corporate law is no exception.  As we wrestle with broader questions around social justice, (very real) environmental risks, and the proper balancing of our long term societal goals, the proverbial corporate pendulum continues …

SEC Commissioner Peirce Talks Flaws in Scoring Companies on Environmental, Social, and Governance Factors

By Hester M. Peirce June 24, 2019 by renholding

Thank you, Ben [Zycher]. I will begin with the standard disclaimer. My remarks represent my views and not necessarily those of the Commission or my fellow Commissioners.

I will next address a question that is undoubtedly in the mind of

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ISS Offers Early Take on 2019 U.S. Proxy Season Vote Results

By Kosmas Papadopoulos June 13, 2019 by renholding

As the busiest part of the 2019 U.S. proxy season is behind us, we take an early look at the vote results of annual general meetings convened from January to May. As of now, approximately 70 percent of Russell 3000 …

Wachtell Lipton Discusses Corporate Purpose—Stakeholders and Long-Term Growth

By Martin Lipton, Steven A. Rosenblum, Karessa L. Cain and Sabastian V. Niles June 3, 2019 by renholding

Until recently, the dialogue on corporate governance has focused almost exclusively on how to increase the ability of shareholders to impose their will on corporations. Shareholder groups, advisory firms and academics continually developed and added to a set of “best …

How Are Non-Financial and Financial Misconduct Related?

By Aneesh Raghunandan May 8, 2019 by renholding

Companies face strong incentives to meet expectations – whether their own or those of the capital markets. A wide literature shows that this can lead to deceptive behavior by firms, which can amount to anything from overly aggressive accounting to …

Vanguard Talks New Proxy Voting Guidelines With PJT Camberview

By PJT Camberview May 2, 2019 by renholding

Vanguard recently made three significant announcements, including an update to its proxy voting guidelines, changes to proxy voting responsibilities for its external managers and a commentary on its views and approach to corporate governance and sustainable investing.

• On Friday, April

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SEC Commissioner Discusses the Proxy Process

By Elad L. Roisman March 20, 2019 by renholding

Today, I will talk about the proxy process. But, before I segue into any substance, this is a good time for me to provide my first standard disclaimer: My views and remarks are my own, and do not necessarily represent …

Debevoise & Plimpton Discusses Responsible Investment as an Opportunity for European Funds

By Geoffrey Kittredge, John W. Rife III, Patricia Volhard, Simon Witney and Delphine Jaugey February 26, 2019 by pss2150

European private equity fund managers are well aware that demonstrating a commitment to responsible investment is becoming an essential component of a smooth and successful fundraising. Regulation is only one of the drivers for that change, but it is an …

ISS Discusses Role of Shareholder Proposals in Shaping U.S. Governance Practices

By Kosmas Papadopoulos February 15, 2019 by renholding

Over the past three decades, shareholder proposals have transformed the corporate landscape in the U.S. by spurring the adoption of governance best practices. Annual director elections, majority vote rules for director elections, shareholder approval for poison pills, and proxy access …

ISS Discusses U.S. Proxy Voting Trends from 2000 to 2018: Environmental and Social Issues

By Kosmas Papadopoulos February 5, 2019 by renholding

Appearances can be very deceiving. Case in point: The high-level summary numbers of voting results over the last 19 years seem to indicate that little has changed regarding proxy voting behavior among investors owning U.S. companies. A simple analysis of …

Wachtell Lipton on the State of Play of Activism at Year-End 2018

By Martin Lipton and Zachary S. Podolsky January 3, 2019 by renholding

As we noted in early 2018, the threat of activism continues to be high, and has become a global phenomenon.  The conclusion of a volatile and dynamic 2018 prompts a brief update of the state of play.

• Activist assets under

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Wachtell Lipton Puts a Spotlight on Boards

By Martin Lipton December 3, 2018 by renholding

The ever-evolving challenges facing corporate boards prompt an updated snapshot of what is expected from the board of directors of a major public company—not just the legal rules, but also the aspirational “best practices” that have come to have equivalent …

Cleary Gottlieb Discusses Updates to Proxy Adviser Guidelines

By Michael Albano, Julia M. Rozenblit and Emily Barry November 12, 2018 by renholding

As 2018 draws to a close, both Institutional Shareholder Services Inc. (“ISS”) and Glass Lewis are in the process of updating their 2019 proxy voting guidelines.

In mid-October, ISS launched its 2019 benchmark voting policy consultation period, pursuant to which …

How Boards Can Get Ready for Climate Change

By Sophie L'Helias and Nina Hodzic November 1, 2018 by renholding

We are constantly reminded of the urgency to act as we witness the impact of climate-related events on peoples’ lives and their communities around the world.

The signing of the Paris Climate Agreement in 2016 was a watershed moment as …

SEC Commissioner Discusses Improving Information for Investors in the Digital Age

By Kara M. Stein October 26, 2018 by renholding

I last spoke to you in May 2014 about “Building Momentum.”[1] At the time, I was a rookie Commissioner. Now, I stand before you after five years as a Commissioner and over 5,700 votes under my belt. It has

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Wachtell Lipton Discusses the State of Play in Activism

By Martin Lipton and Zachary S. Podolsky October 11, 2018 by renholding

As we approach the 2019 proxy season, developments since September 2017 prompt a brief updated review of the state of play.

• The threat of activism remains high, and has become increasingly global.
• Activist assets under management remain at elevated levels,

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SEC Commissioner Airs Her Beef With Stakeholders

By Hester M. Peirce September 26, 2018 by renholding

Last time I flew to California, the skies were so clear that I was able to keep an eye on the changing landscape below all the way across the country. The vastness and great variety was striking. Having grown up

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Wachtell Lipton Discusses Boards’ Role in Sustainability and Corporate Social Responsibility

By David M. Silk, David A. Katz, Sabastian V. Niles and Carmen X.W. Lu July 3, 2018 by renholding

In light of evolving—and sometimes actively debated—perspectives on the role of public companies with respect to sustainability, corporate social responsibility and other ESG matters (e.g.,  Barron’s recent report on Sustainable Investing), we are providing a high-level overview …

Wachtell Lipton Discusses Shareholder Activism, Corporate Governance, and the Hunt for Long-Term Value

By Sabastian V. Niles June 22, 2018 by renholding

As the spotlight on boards, management teams, corporate performance and governance intensifies, as articles like the Bloomberg and Fortune profiles of Elliott Management (“The World’s Most Feared Investor—Why the World’s CEOs Fear Paul Singer” and “Whatever It Takes to Win—How …