JONES DAY TALKS®: Real Assets Roundup: A New Look at Real Estate, Energy, and Infrastructure - Episode 1
Evolving Landscape of Secondary Transactions in Private Equity — PE Pathways Podcast
Cannabis Law Now Podcast: Cannabis Investing in the U.S. - The Good, the Bad, and the Ugly
Business Better Podcast Episode: Investing in Consumer Brands – A Conversation with SBJ Capital
Podcast: ESMA Report: Undue Pressure on Companies
FCPA Compliance Report-Episode 330 Robin Bew and Henry Stoever of the NACD
FCPA Compliance Report-Episode 328, Chris McNett on State Street Global Advisors' ESG Institutional Investor Survey
The United States Court of Appeals for the District of Columbia Circuit recently held that the Securities and Exchange Commission (“SEC”) and the securities industry were effectively “separated by a common language.” Giving...more
On June 26, 2025, the US Securities and Exchange Commission (SEC) hosted a roundtable attended by issuers, institutional investors, third-party advisors, and industry groups to discuss potential updates to current executive...more
In this issue of The Informed Board, we go behind all the talk about companies reincorporating in states other than Delaware. In our lead article and our podcast, we point out that few companies actually moved, and we explain...more
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
The SEC published updated Compliance and Disclosure Interpretations on the filing of Schedules 13D and 13G/Shareholder Engagement....more
This is our global initial public offering guide. It will help you navigate the US portion of a global IPO – in other words, an IPO in which you sell locally listed ordinary shares to investors outside the United States under...more
The US Securities and Exchange Commission (SEC) recently issued a new Compliance and Disclosure Interpretation, Question 103.12 (C&DI), that may significantly impact how public companies engage with their shareholders....more
As companies prepare for engagement with their shareholders in connection with the 2025 annual meeting season, they should be prepared for a change in the approach followed by institutional investors. These changes are being...more
As most public companies know, shareholder outreach is often an important part of the playbook when a company is seeking approval of compensation-related proposals at an annual meeting. A company may engage with shareholders...more
On February 11, 2025, the Securities and Exchange Commission Division of Corporate Finance (Corp Fin) posted two Compliance and Disclosure Interpretations (C&DIs): revised Question 103.11 and new Question 103.12 related to a...more
The SEC Staff recently issued new guidance (C&DI 103.12) on how a shareholder’s engagement with a company’s management could disqualify the shareholder from using the SEC’s short-form Schedule 13G....more
On February 11 and 12, 2025, the staff of the Division of Corporation Finance (Staff) of the Securities and Exchange Commission (SEC) provided a pre-Valentine’s Day treat for public companies and shareholders to digest in the...more
In the early days, most company Environmental, Social, and Governance (ESG) programs were more akin to Corporate Social Responsibility, with companies publicly highlighting initiatives that benefit their communities. They...more
Companies are responding in a myriad of ways to the US Supreme Court’s ruling in Dobbs v. Jackson Women’s Health Organization (Dobbs), including by expanding healthcare travel benefits to reduce barriers to accessing care in...more
Ruling Follows Similar Decision on Underrepresented Minority Directors in April 2022 - A California court has held that California Senate Bill 826, which required that “publicly held” corporations that listed a California...more
Institutional investors and proxy advisory firms continue developing and refining their policies regarding board diversity. While gender diversity on public company boards has been in focus for some time now, institutional...more
Takeaways - ESG activist campaigners are likely to continue asserting themselves. Companies that have merged with SPACs and whose stock prices have slumped will be at risk for activist pressure. Watch for more activist...more
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
While pressure from institutional investors, such as BlackRock, Vanguard, and State Street, has contributed to increased focus and urgency on environmental, social, and governance (ESG) matters, so has pressure from...more
Institutional investors and proxy advisory firms continue to develop and refine their policies regarding board diversity. While gender diversity on public company boards has been in focus for some time now, institutional...more
Opponents of mandatory disclosures about climate risk and diversity will argue that they exceed the agency’s authority — a six-minute chat with Robert Stebbins, the SEC's general counsel until January....more
There has been mounting pressure on mandatory ESG disclosure in recent years that may reach a precipice in 2021 with a new SEC Chairman. The forces driving this pressure include institutional investors, fiduciary duties,...more
According to Protiviti, in 2019, 90% of companies in the S&P 500 issued separate sustainability reports—not part of SEC filings—and, as of February 2020, over 1,000 companies with an aggregate market cap of $12 trillion have...more
On July 22, 2020, the SEC took action to address two aspects of the proxy voting process: (1) amending the proxy solicitation rules with respect to “proxy voting advice businesses” (PVABs or proxy advisory firms), such as ISS...more