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Environmental Social & Governance (ESG) Securities Exchange Act

Paul Hastings LLP

Regulating Proxy Advisors: Court Rules Advice Is Not a ‘Solicitation’ and Texas Enacts Its Own Law

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On July 1, 2025, the U.S. Court of Appeals for the District of Columbia Circuit ended more than five years of uncertainty and confusion by ruling that proxy voting advice issued by proxy advisors is not a “solicitation” under...more

Hogan Lovells

SEC staff revives former guidance on shareholder proposals raising social policy issues

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On February 12, the SEC’s Division of Corporation Finance issued Staff Legal Bulletin No. 14M (SLB 14M) to update its guidance on the “economic relevance” and “ordinary business” exclusions in Exchange Act Rule 14a-8, which...more

Cooley LLP

Corp fin posts two new CDIs on Schedules 13D and 13G

Cooley LLP on

Corp Fin has posted two new CDIs regarding filing of Schedules 13D and 13G under Exchange Act Sections 13(d) and 13(g) and related Rule 13d-1. The new CDIs address issues related to determining, for purposes of eligibility to...more

Nutter McClennen & Fish LLP

Nutter Securities Enforcement Update: 2024 Fourth Quarterly Review

The Nutter Securities Enforcement Update is a periodic update of noteworthy recent securities enforcement activity, settlements, decisions, and charges. We provide brief summaries that highlight recent enforcement action...more

A&O Shearman

Fifth Circuit Vacates SEC Order Approving Nasdaq’s Board Diversity Proposal

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On December 11, 2024, the United States Court of Appeals for the Fifth Circuit, in a 9-8 en banc decision, vacated NASDAQ’s Board Diversity Rules (the “Rules”) in Alliance for Fair Board Recruitment v. SEC, finding that the...more

Wiley Rein LLP

Fifth Circuit Overturns SEC Approval of Nasdaq’s Board Diversity Rules

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On December 11, 2024, the United States Court of Appeals for the Fifth Circuit, in a lengthy opinion, vacated the U.S. Securities and Exchange Commission’s (SEC) approval of Nasdaq’s board diversity rules in Alliance for Fair...more

Vinson & Elkins LLP

Fifth Circuit Strikes Down Nasdaq Board Diversity Rules

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On December 11, 2024, in a 9-8 ruling along party lines, the U.S. Court of Appeals for the Fifth Circuit (the “Fifth Circuit”) struck down the Nasdaq board diversity rules issued by the U.S. Securities and Exchange Commission...more

Keating Muething & Klekamp PLL

Securities Snapshot: 3rd Quarter 2024 - Status of SEC Rulemaking & Expectations after Presidential Election

As the summer heat fades and leaves begin to fall, so, too, does the Securities and Exchange Commission’s regulatory momentum—at least for now. With the presidential election on the horizon, the fate of several key rulemaking...more

Bass, Berry & Sims PLC

Recyclable K-Cups: Investors Beware?

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On September 10, the Securities and Exchange Commission (the Commission or SEC) charged Keurig Dr Pepper Inc. (Keurig) for making inaccurate statements about the recyclability of its K-Cup single-use beverage pods.  Without...more

WilmerHale

SEC Takes Action Against Keurig for Allegedly Incomplete Disclosures Regarding Recyclability of K-Cups

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While the Securities and Exchange Commission’s (SEC) new climate-related disclosure rules remain stayed, the SEC has not abandoned its focus on sustainability-related issues. On September 10, 2024, the SEC charged Keurig Dr...more

Katten Muchin Rosenman LLP

Spring 2024 Agenda of Regulatory Actions Published: SEC Spotlight

Twice each year, the Office of Information and Regulatory Affairs publishes the semi-annual “Unified Agenda of Regulatory and Deregulatory Actions” of the various federal agencies. Here, we focus on the Securities and...more

Eversheds Sutherland (US) LLP

Climates Change SEC’s Disclosure Rules: Still substantial, the SEC approves scaled back climate disclosure rules

On March 21, 2022, the Securities and Exchange Commission (SEC) proposed expansive and controversial climate disclosure rules. Two years and 24,000 comment letters later, on March 6, 2024, the SEC voted 3-2 to adopt its...more

Paul Hastings LLP

SEC Issues Final Rule on Climate Disclosures

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In an open meeting on Wednesday, March 6, 2024, the Securities and Exchange Commission (“SEC”) approved in a 3-2 vote a Final Rule on climate disclosures that will “require registrants to provide certain climate-related...more

Vinson & Elkins LLP

Courting Shareholder Proposals: ExxonMobil Sidesteps SEC and Sues to Block Scope 3 Shareholder Proposal - UPDATED February 2, 2024

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ExxonMobil (“Exxon”) filed a complaint in the U.S. District Court for the Northern District of Texas on Sunday, January 21, 2024, seeking a declaratory judgment to exclude a shareholder proposal from its proxy statement...more

BakerHostetler

Preparing for the 2024 Proxy and Annual Reporting Season: Key Issues and Considerations

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For the upcoming 2024 proxy and annual reporting season, there are a number of key issues to consider and keep an eye on for further developments as preparations commence. This alert provides an overview of these issues and...more

Vinson & Elkins LLP

Fifth Circuit Upholds Nasdaq Board Diversity Rule

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On October 25, a panel of the Fifth Circuit Court of Appeals (the “Fifth Circuit”) upheld the Nasdaq board diversity rule in the face of challenges that (among other things) the rule attempted to improperly and...more

Ballard Spahr LLP

Municipal Securities Regulation and Enforcement: 2023 Mid-Year Review

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2023 MID-YEAR REVIEW - In the first half of 2023, several rule changes have been proposed by the Municipal Securities Rulemaking Board (MSRB) and the U.S. Securities and Exchange Commission (SEC), including changes to...more

Katten Muchin Rosenman LLP

Katten Financial Markets and Funds Quick Take | Issue 15

Four Key Considerations Since SEC Amended Form PF - In early May, the Securities and Exchange Commission (SEC) adopted a final rule amending Form PF, the confidential reporting form for certain SEC-registered investment...more

Katten Muchin Rosenman LLP

SEC’s ESG Task Force Racks Up Another Win — Dam Collapse Becomes $55 Million Securities Fraud

The Securities and Exchange Commission’s (SEC) Climate and ESG Task Force has scored another victory quickly on the heels of its recent settlement with Activision. On March 28, the SEC announced a settlement with the publicly...more

Jackson Lewis P.C.

$35M SEC Settlement Underscores Processes, Procedures Ensuring Appropriate Public Disclosures

Jackson Lewis P.C. on

In a $35 million settlement that emphasizes the “S” for social in Environmental, Social and Corporate Governance (ESG) issues in public filings, publicly traded video game developer Activision Blizzard, Inc. has agreed with...more

Katten Muchin Rosenman LLP

SEC’s ESG Task Force Strikes Again

Activision Blizzard Workplace Misconduct Allegations Transformed into Securities Violations - In another victory for the Securities and Exchange Commission’s (SEC) Climate and ESG Task Force, videogame developer...more

Seward & Kissel LLP

SEC Updates for the Upcoming 2022 Annual Reports on Form 10-K and Form 20-F

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The U.S. Securities and Exchange Commission (the “SEC”) has adopted amendments and updated disclosure requirements that are to be included in a reporting company’s annual report on Form 10-K or 20-F. The SEC has also proposed...more

Morrison & Foerster LLP

Private Fund Advisers 2023 Regulatory Outlook

Sponsors and managers of private funds must attend to various routine regulatory and compliance tasks, which can include ongoing reporting obligations under the Investment Advisers Act of 1940 (the “Advisers Act”), updating...more

Morrison & Foerster LLP

Top 5 SEC Enforcement Developments for November 2022

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In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important SEC enforcement developments from the past month, with links to primary resources....more

Vinson & Elkins LLP

The SEC Continues to Ramp-up Enforcement Activity; Reports Record Penalties in 2022

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On November 15, 2022, the Securities and Exchange Commission (“SEC”) announced its 2022 enforcement statistics. Notable amongst the data was the news that the SEC had filed 760 total enforcement actions in fiscal year 2022, a...more

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