Columbia Law School
Sky Blog
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
ESG
Wachtell Lipton Discusses the State of Play in Activism
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,
SEC Commissioner Airs Her Beef With Stakeholders
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
Wachtell Lipton Discusses Boards’ Role in Sustainability and Corporate Social Responsibility
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
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 …
The Third Stage of Corporate Governance
The recent announcements from major institutional investors about issues such as gender diversity and climate change seem like reactions to social ills. But they are not unmoored from investing. They are logical expressions of a relatively newly empowered, third phase …
Wachtell Lipton Discusses Labor Department’s Cautionary Tone on ESG-Related Matters
With shareholder proposals regarding ESG and sustainability matters becoming the most common kind of proposal, proxy advisory firm ISS marketing a new “Environmental & Social QualityScore” product for rating public companies, asset managers developing ESG-related guidelines and voting policies, and …
The Purpose of the Corporation
Whether the purpose of the corporation is to generate profits for its shareholders or to operate in the interests of all of its stakeholders has been actively debated since 1932, when it was the subject of dueling law review articles …
Wachtell Lipton Discusses Risk Management and the Board of Directors
The past year has seen continued evolution in the political, legal and economic arenas as technological change accelerates. Innovation, new business models, dealmaking and rapidly evolving technologies are transforming competitive and industry landscapes and impacting companies’ strategic plans and prospects …
Wachtell Lipton Discusses Investor Engagement in the New Paradigm for Corporate Governance
The accelerated interest in sustainability, ESG, corporate social responsibility and investment for long-term growth and value creation (the new paradigm) as most cogently exemplified by Value Act’s newly formed Spring Fund focusing on promoting environmental and social goals of the
Nonfinancial Risk Disclosure and the Costs of Private Ordering
2017 was a year of major developments that are changing how companies disclose nonfinancial environmental, social, and governance (ESG) risk to investors. In January, regulations implementing the European Union’s 2014 Nonfinancial Reporting Directive took effect for certain large companies operating …
How Investor Activism Affects Corporate Social Responsibility
Prominent activist investors such as hedge funds, pension funds, and influential individual shareholders and families increasingly aim to reshape corporate policies and strategy. In our paper “Shareholder Engagement on Environmental, Social, and Governance Performance”, we use a proprietary …
How a “Comply or Explain” Rule Would Improve Nonfinancial Disclosure
In 2016, the Securities and Exchange Commission (SEC) issued a Concept Release on Regulation S-K as part of its comprehensive review of the effectiveness of federal disclosure rules. The release included for the first time a request for comment on …
Fiduciary Duties and ESG Investing: Corporate Governance and the Growing Importance of ESG Reporting
Fiduciaries manage significant assets held in university endowments, pension funds, charitable foundations, and private trusts. These fiduciaries have a duty of loyalty to the purposes and beneficiaries they serve and must comply with the prudent investor standard in making investment …