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Environmental Social & Governance (ESG) Shareholder Proposals Securities and Exchange Commission (SEC)

Jones Day

SEC Withdraws Proposed ESG Disclosure and Shareholder Submission Rules

Jones Day on

In a significant but not unsurprising policy shift, the U.S. Securities and Exchange Commission (SEC) has announced the withdrawal of proposed rules aimed at enhancing ESG disclosures and modifying shareholder proposal...more

Mintz

Federal Court Upholds SEC Regulations From First Trump Administration That Discourage Activist (ESG) Investors

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In the first Trump Administration, the Securities and Exchange Commission promulgated certain rules that had the effect of erecting barriers to activist investors seeking to have shareholder proposals--often involving topics...more

Alston & Bird

Sustainability Spotlight | Q1 2025

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Welcome to the latest edition of the Sustainability Spotlight, your place to keep up with all the ESG action – federal and state enforcement, shareholder proposals and litigation, and state attorney general actions. This...more

K&L Gates LLP

SEC Policy Shift and Recent Corp Fin Updates–Part 3

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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

Goodwin

SEC Disclosure and Proxy Matters Under the Trump Administration

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Public companies are revisiting their disclosures to keep up with recent EOs and SEC developments this proxy season....more

Jones Day

The Relevance of "Economic Relevance"

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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

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The SEC rescinded Staff Legal Bulletin No. 14L and issued updated guidance on the exclusion of shareholder proposals under Rule 14a-8 and certain other aspects of Rule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

Cohen & Gresser LLP

A New Chapter for the SEC: A Philosophical Shift on Shareholder Engagement, Shareholder Proposals, and ESG

Cohen & Gresser LLP on

Only a short time has elapsed since President Trump named Mark T. Uyeda as Acting Chair of the Securities and Exchange Commission (“SEC”) on January 21, 2025. Already, however, the regulatory climate has shifted significantly...more

Keating Muething & Klekamp PLL

Proxy Season Update: SEC Restores Case-by-Case Approach for Shareholder Proposal Exclusions

Public companies navigating the 2025 proxy season just got some breathing room—at least when it comes to excluding certain shareholder proposals. Last week, the Staff of the SEC’s Division of Corporation Finance—in a...more

Goodwin

SEC Outlook: Potential Updates Under Nominated Chairman Atkins

Goodwin on

The SEC currently has several notable rule proposals that have received public comment but have not yet been finalized. The potential direction of these proposals is likely to be influenced by the leadership of the new SEC...more

A&O Shearman

Preparing for the 2025 proxy season

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This guide discusses important themes from the 2024 proxy season and developing trends we are monitoring for 2025. It also includes a “housekeeping checklist” designed to assist you as you prepare your proxy statement. For...more

Skadden, Arps, Slate, Meagher & Flom LLP

Matters To Consider for the 2025 Annual Meeting and Reporting Season

Our checklist and analysis present matters for companies to consider as they conduct their 2025 annual meetings and file reports to meet upcoming regulatory, shareholder and advisory deadlines. We outline key issues to...more

Fenwick & West LLP

2024 Proxy Season Results in Silicon Valley and Large Companies Nationwide

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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

Perkins Coie

Glass Lewis Voting Policy Changes for 2025: 8 Things to Know

Perkins Coie on

Recently, Glass Lewis announced the release of its 2025 U.S. Benchmark Policy Guidelines and guidelines for Shareholder Proposals & ESG-Related Issues that apply across markets. Here are 8 things to know about this year’s...more

Vinson & Elkins LLP

[CLE Hybrid Event] Fourth Annual Navigating the Annual Meeting and Reporting Season - November 21st, Houston, TX

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In this program, we will focus on SEC developments affecting, and practical aspects of preparing for, public companies’ annual meetings and annual reports, including compensation, shareholder proposals and corporate...more

Fenwick & West LLP

Notable Trends in 2024 ESG/Sustainability Reports

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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

KPMG Board Leadership Center (BLC)

Learning by proxy - Highlights and trends from the 2024 proxy season

Both investors and companies are maturing in how they view critical issues raised at the corporate ballot box. Even amid a proxy season that included “the priciest shareholder fight ever,” according to The Wall Street...more

Skadden, Arps, Slate, Meagher & Flom LLP

Shareholder Proposal No-Action Requests in the 2024 Proxy Season: A Surge in Requests and Better Results for Companies

Shareholder proposals submitted for 2024 annual meetings continued to cover a wide range of environmental, social and governance (ESG) topics. And companies seeking to exclude shareholder proposals they deemed inappropriate...more

Skadden, Arps, Slate, Meagher & Flom LLP

Corporate Boards Face ESG Pressure From Both the Left and Right

Over the past decade, environmental, social and governance (ESG) topics have featured heavily in social and political discourse. ESG has also become prominent in the boardroom as directors navigate how best to address...more

Latham & Watkins LLP

Key Compensation Items for 2024 Proxy Season and Beyond - February 2024

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Pursuant to rules that the Securities and Exchange Commission (SEC) issued in late 2022, publicly traded companies must generally provide both tabular and narrative and/or graphical disclosure of the relationship between...more

Skadden, Arps, Slate, Meagher & Flom LLP

Matters To Consider for the 2024 Annual Meeting and Reporting Season

Companies have important decisions to make as they prepare for the 2024 annual meeting and reporting season. We have compiled this overview of the latest key issues — including SEC disclosure requirements, SEC guidance,...more

Vinson & Elkins LLP

[Hybrid Event] Third Annual Navigating the Annual Meeting and Reporting Season Program - November 16th, Houston, TX

Vinson & Elkins LLP on

In this program, we will focus on SEC developments affecting, and practical aspects of preparing for, public companies’ annual meetings and annual reports, including compensation, shareholder proposals and corporate...more

Fenwick & West LLP

2023 Proxy Season Results in Silicon Valley and Large Companies Nationwide

Fenwick & West LLP on

Broadly considered, stockholder activism has been a significant phenomenon among the largest U.S. public companies, with activists of a variety of stripes waging campaigns on a wide range of issues including in the form of...more

Cadwalader, Wickersham & Taft LLP

Republicans Unveil Bills Targeting ESG in Securities and Banking

In late July 2023, House Republicans on the Financial Services Committee introduced four bills targeting various business and market activities that implicate environmental, social, and governance issues. In a statement...more

Mintz

SEC Commissioner Proposes Limits to Shareholder Proposals on Environmental and Social Issues

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SEC Commissioner Uyeda, one of two Republican commissioners on the Securities & Exchange Commission, delivered remarks yesterday at the Society for Corporate Governance's National Conference, in which he broached the idea...more

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