On Monday, the California Air Resources Board (CARB) issued an Information Solicitation to Inform Implementation of California Senate Bills 253 and 261, as amended by SB 219....more
In August 2021, the SEC approved new board diversity rules requiring Nasdaq-listed companies (i) to include a board diversity matrix in their proxy statement or on their website and (ii) to disclose whether they have one...more
12/16/2024
/ Board of Directors ,
Corporate Governance ,
Disclosure Requirements ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
LGBTQ ,
Minorities ,
Nasdaq ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Statutory Authority ,
Woman Board Members
EY just released its 2024 Institutional Investor Survey, for which it surveyed 350 investment decision-makers from institutions around the world, including asset management firms, wealth management firms, insurers and pension...more
12/12/2024
/ Asset Management ,
Corporate Governance ,
Environmental Social & Governance (ESG) ,
Financial Reporting ,
Insurance Industry ,
Investment ,
Investment Funds ,
Investors ,
Pension Funds ,
Surveys ,
Sustainable Business Practices ,
Wealth Management
The Net-Zero Asset Owner Alliance (the Alliance), an influential coalition of pension funds and insurance companies holding a combined $9.5 trillion in assets, released a report on Wednesday calling on regulators worldwide to...more
Over the last five years, stockholder activism has undergone significant transformation, shaped by changing market conditions, regulatory developments, and evolving societal expectations. Activism has continued to spread...more
Welcome to the latest edition of Fenwick’s Securities Law Update....more
11/26/2024
/ Audit Committee ,
Corporate Governance ,
Disclosure Requirements ,
EDGAR ,
Enforcement Actions ,
Filing Requirements ,
Form 10-K ,
Glass Lewis ,
Independent Directors ,
PCAOB ,
Proxy Statements ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
Institutional Shareholder Services (ISS) recently reported on trends in corporate political activity disclosures and related shareholder proposals over the past decade, noting that “[o]ver the past decade, shareholder...more
11/22/2024
/ Citizens United ,
Climate Change ,
Corporate Governance ,
Institutional Shareholder Services (ISS) ,
Lobbying ,
Political Contributions ,
Proxy Season ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Shareholder Proposals ,
Transparency
Last week global professional services firm Accenture published its fourth annual Destination Net Zero report, in which it examined the decarbonization efforts and progress of the 2,000 largest public and private companies by...more
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, oil and gas giant Shell won its appeal against a landmark 2021 court ruling that ordered the company to cut its absolute carbon emissions by 45% by 2030 compared to 2019 levels, including emissions caused by use...more
California Gov. Gavin Newsom has called a legislative special session “to safeguard California values and fundamental rights in the face of an incoming Trump administration,” his office announced today....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
According to a recently released preview of the RSM Middle Market Sustainability Survey 2024: US and Canada, 75% of middle-market companies report their organization has already taken steps to prepare for compliance with at...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
Teneo Insights recently published its fourth annual “State of U.S. Sustainability Reports,” which analyzes 250 sustainability reports from S&P 500 companies published this year through July 30, seeking to understand how...more
9/30/2024
/ Artificial Intelligence ,
Compliance ,
Environmental Social & Governance (ESG) ,
EU ,
IFRS ,
Information Reports ,
Materiality ,
Publicly-Traded Companies ,
Risk Assessment ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Shareholders ,
Sustainability ,
Sustainable Business Practices ,
Task Force on Climate-related Financial Disclosures (TCFD)
The U.S. Securities and Exchange Commission (SEC) has confirmed that its climate and environmental, social, and governance (ESG) enforcement taskforce has been disbanded....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
On July 10, Amazon released its 2023 Sustainability Report, which noted that the company will prioritize working with suppliers who are committed to decarbonization and reaching net-zero. According to the report, Amazon has...more
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