News & Analysis as of

Environmental Social & Governance (ESG) Corporate Governance New Guidance

Maynard Nexsen

A New Chapter in Shareholder Engagement?  What the SEC’s Revised Schedule 13G/D Guidance Means for Public Companies

Maynard Nexsen on

Under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shareholders that beneficially own more than five percent of an issuer’s outstanding publicly traded voting equity...more

Skadden, Arps, Slate, Meagher & Flom LLP

Making Sure Newly Cautious Shareholders Get the Information They Want

Key Points - Revised guidance from the SEC regarding ownership reporting is making institutional investors circumspect about raising issues with management. - Seeking to influence a company’s executive compensation, or...more

K&L Gates LLP

SEC Policy Shift and Recent Corp Fin Updates–Part 3

K&L Gates LLP on

SEC Issues New Guidance on Exclusion of Shareholder Proposals - Since the beginning of the year, the US Securities and Exchange Commission’s (SEC) Division of Corporation Finance staff (Corp Fin Staff) has issued several...more

Jones Day

The Relevance of "Economic Relevance"

Jones Day on

For those who use “March Madness” to describe proxy season rather than basketball, they'll immediately know that the “economic relevance” exclusion under Rule 14a-8(i)(5) is something of a lore in the SEC's shareholder...more

Fenwick & West LLP

SEC Updates Guidance on Excluding Shareholder Proposals

Fenwick & West LLP on

The SEC rescinded Staff Legal Bulletin No. 14L and issued updated guidance on the exclusion of shareholder proposals under Rule 14a-8 and certain other aspects of Rule 14a-8....more

White & Case LLP

Corporate Governance Key developments

White & Case LLP on

Updated Principles of Remuneration - On the 9 October 2024, the Investment Association (‘IA’), a trade body for UK investment managers, published the Principles of Remuneration (the Principles). IA members are...more

Skadden, Arps, Slate, Meagher & Flom LLP

ESG: A Review of 2024 and Key Trends To Look for in 2025

In this article, we reflect on key trends in ESG over the second half of 2024 and look ahead at trends that may emerge in 2025. We analyze developments in the latter half of 2024, which were similar to those highlighted in...more

WilmerHale

UK Government Publishes Guidance on New Failure to Prevent Fraud Offence

WilmerHale on

On 6 November 2024, the UK Government published the much-anticipated guidance on the new corporate offence of failure to prevent fraud (the “Guidance”). The failure to prevent fraud offence forms part of a huge shift in the...more

Latham & Watkins LLP

UK Government Update on Sustainability Disclosure Requirements Framework

Latham & Watkins LLP on

On 16 May 2024, the government published updated guidance regarding the UK Sustainability Disclosure Requirements (SDR) framework. The SDR was first set out in Greening Finance: A Roadmap to Sustainable Investing in...more

Cadwalader, Wickersham & Taft LLP

UK Updates Its Green Finance Strategy and Launches ESG Ratings Regulation Consultation

On March 30, 2023, the UK government announced the publication of its 2023 green finance strategy, updating its earlier 2019 strategy, which is intended to mitigate climate-related risk and damage while increasing the amount...more

Latham & Watkins LLP

China to Introduce Its First ESG Disclosure Standard

Latham & Watkins LLP on

The move follows a number of similar standards that regulators and governments across the globe have proposed. With effect from 1 June 2022, the Guidance for Enterprise ESG Disclosure (the Guidance), published by...more

White & Case LLP

Key Considerations for the 2022 Annual Reporting Season: Form 20-F and Other FPI-Specific Considerations

White & Case LLP on

This memorandum outlines key considerations from White & Case's Public Company Advisory Group for foreign private issuers ("FPIs") during the 2022 annual reporting season. This memo describes our key considerations for...more

BCLP

Excluding a Shareholder Proposal? Not So Fast…

BCLP on

The SEC’s Division of Corporation Finance recently published Legal Bulletin 14L (CF) (the “Bulletin”) providing updated guidance on excluding shareholder proposals under Rule 14a-8 under the Exchange Act.  Specifically, the...more

Akin Gump Strauss Hauer & Feld LLP

SEC Staff Issues Guidance Relating to Shareholder Proposals

On November 3, 2021, the U.S. Securities and Exchange Commission (SEC) issued a Staff Legal Bulletin (SLB 14L) limiting the ability of public companies to exclude from proxy statements shareholder proposals that relate to...more

Goodwin

ESG Shareholder Proposals Will be More Difficult to Exclude After SEC Staff Interpretive Reversal

Goodwin on

On November 3, 2021, the staff (“staff”) of the Division of Corporation Finance (“Division”) of the U.S. Securities and Exchange Commission (“SEC”) published Staff Legal Bulletin No. 14L which reverses a series of...more

Womble Bond Dickinson

SEC Releases Shareholder Proposal Staff Legal Bulletin Regarding Rule 14a-8 Under the Exchange Act

Womble Bond Dickinson on

On November 3, 2021, the Division of Corporation Finance (“Corp Fin”) of the U.S. Securities Exchange Commission (“SEC”) released Shareholder Proposals: Staff Legal Bulletin No. 14L(CF) (the “SLB”) to provide information for...more

Jones Day

New York Department of Financial Services and European Banking Authority Publish ESG Guidance

Jones Day on

The Situation: The New York State Department of Financial Services ("DFS") and the European Banking Authority ("EBA") have published guidance relating to Environmental, Social, and Corporate Governance ("ESG") practices. ...more

Latham & Watkins LLP

FCA Proposes New Rules on Climate-Related Disclosures by Listed Issuers

Latham & Watkins LLP on

The FCA is moving towards formalising issuers’ compliance with the TCFD recommendations. Key Points: ..The FCA is proposing that premium listed commercial companies will need to disclose how they have implemented the...more

Katten Muchin Rosenman LLP

Corporate & Financial Weekly Digest, Featuring Articles on the Latest FINRA Guidance on CAB Rules and Fees; New HSR Filing...

SEC/CORPORATE - SEC Proposes Amendments to Financial Disclosure in Regulation S-K and Issues New Guidance - On January 30, the Securities and Exchange Commission voted to propose amendments to certain financial...more

Dorsey & Whitney LLP

Did You Remember These Developments for the 2020 SEC Reporting Season?

Dorsey & Whitney LLP on

Preparations for annual reporting on Form 10-K and the 2020 proxy season have begun in earnest for many companies. We have summarized certain governance and disclosure developments that should be considered in the course of...more

Perkins Coie

Preparing for the 2020 Public Company Reporting Season

Perkins Coie on

The U.S. Securities and Exchange Commission (SEC) issued rule updates and guidance in 2019 that are intended to simplify certain public reporting requirements, clarify the staff’s expectations with respect to no-action relief...more

Perkins Coie

SEC Issues Guidance and Interpretation Aimed at Proxy Voting

Perkins Coie on

The U.S. Securities and Exchange Commission (SEC) held an open meeting on August 21, 2019, (the Open Meeting) and approved two items: (1) guidance regarding the proxy voting responsibilities of investment advisers under the...more

Katten Muchin Rosenman LLP

ILPA Principles 3.0: Focusing on Enhancing Transparency in Private Equity Funds and Alternative Investments

The Institutional Limited Partners Association (ILPA) recently published the third edition of the ILPA Principles (Principles 3.0). ILPA originally published the principles in 2009 to encourage discussion between general...more

A&O Shearman

New EU Guidelines on Disclosure of Climate-Related Information

A&O Shearman on

The European Commission has published new, non-binding Guidelines on reporting climate-related information. The new Guidelines are supplementary to the guidelines issued by the Commission in 2017 on reporting non-financial...more

Skadden, Arps, Slate, Meagher & Flom LLP

Hong Kong Regulatory Update - April 2019

This Hong Kong regulatory update provides an overview of key regulatory developments in the past three months relevant to companies listed (or planning to list) on The Stock Exchange of Hong Kong Limited (HKEx) and their...more

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