Environmental advocacy group As You Sow has sent climate-focused shareholder resolutions to five major U.S. banks. The resolutions request that the banks disclose their climate transition plans for meeting financed emissions...more
On January 2, the New York City (NYC) Comptroller, Brad Lander, the NYC Employees’ Retirement System, the NYC Teachers’ Retirement System, and the NYC Board of Education Retirement System, announced that they had submitted...more
1/31/2023
/ Business Strategies ,
Climate Action Plan ,
Climate Change ,
Comptroller ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Financial Institutions ,
Financial Regulatory Reform ,
Financial Services Industry ,
Greenhouse Gas Emissions ,
Pension Funds ,
Popular ,
Underwriting
On December 19, 2022, Chief Justice Seitz issued an opinion for a unanimous Delaware Supreme Court, sitting en banc, reversing and remanding the Delaware Court of Chancery’s decision in Bandera Master Fund LP v. Boardwalk...more
1/24/2023
/ Breach of Contract ,
Damages ,
DE Supreme Court ,
Delaware Revised Uniform Limited Partnership Act ,
Exculpatory Clauses ,
Fiduciary Duty ,
Going-Private Transactions ,
Good Faith ,
Liability ,
Minority Shareholders ,
Oil & Gas ,
Partnership Agreements ,
Reversal
Blackrock’s recently released 2023 Investment Stewardship Global Principles, identifies several key themes to guide stakeholders and promote sound corporate governance regarding sustainability-related issues. At a high level,...more
1/24/2023
/ Biodiversity ,
Carbon Emissions ,
Climate Change ,
Corporate Governance ,
Environmental Social & Governance (ESG) ,
Greenhouse Gas Emissions ,
IFRS ,
Investment ,
SASB ,
Sustainability ,
Task Force on Climate-related Financial Disclosures (TCFD)
Looking back, 2022 was light on groundbreaking appellate-level securities decisions. The U.S. Court of Appeals for the Second Circuit, however, closed out the year with a notable decision in Menora Mivtachim Insurance Ltd....more
Environmental nonprofit ClientEarth, with support from other activist groups, has commenced litigation in a Paris court against a global food-products company. The claimants contend that Danone has breached France’s Corporate...more
1/18/2023
/ Climate Action Plan ,
Consumer Product Companies ,
Due Diligence ,
Environmental Policies ,
Environmental Social & Governance (ESG) ,
Food Manufacturers ,
France ,
Plastics ,
Popular ,
Public Health ,
Regulatory Violations
In November 2022, the Global Reporting Initiative (GRI) launched a consultation on the latest draft of their biodiversity disclosure standard. The draft standard extensively updates the 2016 version (GRI 304) and is designed...more
A group of institutional investors led by the Australian Centre for Corporate Responsibility (ACCR) and the NGO ShareAction has filed a shareholder resolution seeking details of the “specific plan” for Glencore PLC, a...more
1/11/2023
/ Australia ,
Climate Change ,
Coal Mines ,
Energy Projects ,
Environmental Policies ,
Greenhouse Gas Emissions ,
Institutional Investors ,
Mineral Exploration ,
Mineral Extraction ,
Mining ,
Natural Resources ,
Shareholder Resolution
To ring in the new year, Kentucky’s Treasurer, Allison Ball, announced a list of eleven financial institutions that she claims are engaged in “energy company boycotts.” According to Ball, the list “was crafted after careful...more
The United Nations Biodiversity Conference (COP15) ended in Montreal, Canada, on December 19, 2022 with a landmark agreement to protect at least 30% the planet’s lands, inland waters, coastal areas and oceans by 2030 (known...more
1/3/2023
/ Biodiversity ,
Board of Directors ,
Carbon Emissions ,
Climate Action Plan ,
Climate Change ,
COP ,
Corporate Issuers ,
Environmental Policies ,
Environmental Social & Governance (ESG) ,
Environmental Summit ,
Greenhouse Gas Emissions ,
Infrastructure ,
United Nations
On December 16, 2022, the Board of Governors of the Federal Reserve System (the “Board”) adopted a final rule (the “Final Rule”) to implement the Adjustable Interest Rate (LIBOR) Act (the “LIBOR Act”). The Final Rule follows...more
Republican members on the House Committee on the Judiciary have written a letter to the steering committee members of Climate Action 100+, Ceres and CalPERS, requesting documents and seeking information regarding antitrust...more
Sylvie Goulard, Deputy Governor of the Banque de France, the French central bank, stated in a speech on October 24 that central banks need to take more aggressive action regarding nature-related risk. She posited that...more
In early 2022, the ESG ratings industry attracted attention when electric vehicle manufacturer Tesla Inc. was dropped from the S&P 500 ESG Index. Explaining its decision, S&P cited perceived deficiencies in many ESG areas,...more
On July 11, 2022, the Alternative Reference Rates Committee (the “ARRC”) published a “Playbook” to assist market participants in transitioning their legacy LIBOR contracts to an alternative rate by June 30, 2023. The...more
In remarks on March 5, 2022 on PLI’s Corporate Governance webcast, Commissioner Allison Herren Lee of the Securities and Exchange Commission stated that, 20 years after its enactment, it is time to revisit the “unfulfilled...more
It is hardly news that ESG investing is a significant aspect of the asset management industry. According to Barron’s, $400 billion was invested in U.S. mutual funds and assets that have an ESG orientation in 2021. However,...more
Summary -
In an important development, on April 28, 2022, the Securities and Exchange Commission (SEC) commenced an action in the United States District Court for the Eastern District of New York in which it asserted that...more
5/3/2022
/ Corporate Governance ,
Disclosure Requirements ,
Enforcement Actions ,
Environmental Social & Governance (ESG) ,
False Statements ,
Intent to Defraud ,
Investment Fraud ,
Mining ,
Misleading Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)
In the first quarter of 2022, federal appellate courts issued a number of thought-provoking (albeit not monumental) decisions addressing the reach of the federal securities laws and, in some cases, highlighting potentially...more
On March 21, 2022, the U.S. Securities and Exchange Commission (the “SEC”) proposed far-reaching amendments to Regulation S-K and Regulation S-X that would mandate significant additional climate-related disclosures for public...more
4/13/2022
/ Climate Change ,
Comment Period ,
Corporate Governance ,
Disclosure Requirements ,
Financial Regulatory Reform ,
Proposed Amendments ,
Public Comment ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulation S-X ,
Regulatory Agenda ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On March 21, 2022, the U.S. Securities and Exchange Commission (the “SEC”) proposed far-reaching amendments to Regulation S-K and Regulation S-X that would mandate significant additional climate-related disclosures for public...more
4/7/2022
/ Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Greenhouse Gas Emissions ,
Proposed Regulation ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulation S-X ,
Regulatory Agenda ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On March 30, 2022, the Federal Deposit Insurance Corporation (“FDIC”) requested comment on draft principles “that would provide a high-level framework for the safe and sound management of exposures to climate-related...more
On March 21, 2022, the U.S. Securities and Exchange Commission (the “SEC”) proposed far-reaching amendments to Regulation S-K and Regulation S-X that would mandate significant additional climate-related disclosures. If...more
3/24/2022
/ Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Greenhouse Gas Emissions ,
Proposed Regulation ,
Public Comment ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulation S-X ,
Regulatory Agenda ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On March 9, 2022, President Biden issued an Executive Order on Ensuring Responsible Development of Digital Assets (the “Executive Order”) that sets in motion a “whole-of-government” strategy to address the impacts of the rise...more
3/16/2022
/ Biden Administration ,
Bitcoin ,
Central Bank Digital Currency (CBDCs) ,
Cryptocurrency ,
Digital Assets ,
Executive Orders ,
Financial Regulatory Reform ,
Financial Services Industry ,
Financial Transactions ,
Investment Contract ,
Investor Protection ,
Regulatory Agenda
I. Introduction -
Companies are increasing pressure to address environmental, social, and governance (“ESG”) issues. ESG topics have taken center stage in boardrooms, with regulatory agencies, and in the media. ...more