Last Thursday, proxy advisory firm Glass Lewis released its 2025 Proxy Voting Policy Guidelines 2025 U.S. Benchmark Policy Guidelines, including guidelines for shareholder proposals and ESG-related issues. The guidelines...more
11/20/2024
/ Artificial Intelligence ,
Board of Directors ,
Change in Control ,
Corporate Governance ,
Executive Compensation ,
Glass Lewis ,
Proxy Season ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Risk Assessment ,
Shareholder Proposals
Public companies can breathe a sigh of relief, at least for now, that the Securities and Exchange Commission's 14a-8 regulatory process for excluding shareholder proposals remains intact....more
11/18/2024
/ Corporate Governance ,
Kroger ,
No-Action Letters ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Shareholder Proposals ,
Shareholders
Institutional Shareholder Services (ISS) recently released its “U.S. Shareholder Proposals: A Decade in Motion,” in which it examines trends in shareholder proposals submitted at U.S. companies from July 2014 to June 2024, as...more
On Tuesday, a California judge denied a motion for summary Judgment to strike down, on First Amendment grounds, California’s climate disclosure laws—at least for now....more
On October 22, 2024, the SEC charged two current reporting companies, Unisys Corp. and Check Point Software Technologies, and two former public companies, Mimecast Limited and Avaya Holdings Corp., with making materially...more
10/31/2024
/ Civil Monetary Penalty ,
Compliance ,
Corporate Counsel ,
Corporate Governance ,
Cyber Attacks ,
Cyber Incident Reporting ,
Cybersecurity ,
Data Breach ,
Disclosure Requirements ,
Enforcement Actions ,
Form 8-K ,
Internal Controls ,
Misleading Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Security and Privacy Controls
The year after the Global Biodiversity Framework (GBF) was adopted in 2022, the number of companies reporting on their nature and biodiversity impacts increased by 43%, according to new figures from the CDP. The data shows...more
Following on the first report in its 2024 ESG Series, Teneo Insights recently published its second report analyzing diversity, equity, and inclusion (DEI) disclosures in 250 sustainability reports published by S&P 500...more
On August 6, the SEC filed its much-anticipated legal brief in the Eighth Circuit Court of Appeals supporting its controversial Climate Rules and responding to the arguments laid out in petitioners’ consolidated petitions for...more
8/22/2024
/ Administrative Procedure Act ,
Amicus Briefs ,
Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
First Amendment ,
Pending Litigation ,
Publicly-Traded Companies ,
Risk Mitigation ,
Securities and Exchange Commission (SEC) ,
Statutory Authority
All eyes are on California as we patiently await the outcome of the numerous challenges to the U.S. Securities and Exchange Commission's Climate-Related Disclosure Rules. ...more
8/12/2024
/ CARB ,
Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Governor Newsom ,
Greenhouse Gas Emissions ,
New Legislation ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Statutory Requirements ,
Time Extensions
On July 17, 2024, Delaware Gov. John Carney signed into law significant amendments to the Delaware General Corporation Law (DGCL), which will become effective on August 1, 2024. The amendments were articulated in Delaware...more
7/25/2024
/ Amended Legislation ,
Board of Directors ,
Commercial Contracts ,
Contract Terms ,
Corporate Governance ,
Delaware General Corporation Law ,
Effective Date ,
Governor Carney ,
New Legislation ,
Shareholder Activism ,
Shareholder Approval ,
Shareholders ,
Shareholders' Agreements
California Gov. Gavin Newsom is proposing delays to California climate laws SB 253 and SB 261. The first law will require certain companies to report their Scope 1 and 2 greenhouse gas (GHG) emissions beginning in 2026 and...more
The number of pro-DEI proposals submitted by shareholders decreased overall in the 2024 proxy season compared to the 2023 proxy season, according to data provided by Proxy Analytics. Average support for DEI proposals...more
The number of anti-Diversity, Equity, and Inclusion proposals submitted by shareholders increased overall in the 2024 proxy season compared to the 2023 proxy season, according to data provided by Proxy Analytics. However,...more
Roughly one in four organizations reporting through CDP have adopted climate transition plans aligned with capping global warming at 1.5 degrees Celsius above the pre-industrial average, according to a report Wednesday by CDP...more
Following the death of George Floyd and the Black Lives Matter protests against racial inequity in 2020, many companies increased their commitments to diversity, equity and inclusion (DEI), as well as their external...more
6/19/2024
/ Black Lives Matter ,
Board of Directors ,
Civil Rights Act ,
Constitutional Challenges ,
Corporate Counsel ,
Corporate Governance ,
Department of Labor (DOL) ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
Educational Institutions ,
Equal Employment Opportunity Commission (EEOC) ,
Equity ,
Investors ,
OFCCP ,
Pay Gap ,
Proxy Season ,
SCOTUS ,
Shareholder Proposals ,
Students for Fair Admissions v Harvard College ,
Title VI
On June 4, 2024, the Republican-led House Appropriations Committee released a spending bill that would, among other things, cut funding for financial services agencies, including the United States Securities and Exchange...more