News & Analysis as of

Corporate Governance Investors Environmental Social & Governance (ESG)

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

Proskauer - Regulatory & Compliance

Defence – A Sustainable Investment?  A View From The UK’s Financial Conduct Authority

On 11 March 2025, the Financial Conduct Authority (the “FCA”) published a statement clarifying that their rules, including with regards to sustainability, do not prevent investment in or financing of defence companies.  The...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

Skadden, Arps, Slate, Meagher & Flom LLP

Prepare for Changes to the Shareholder Engagement Process

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

BCLP

EU Commission Omnibus Package - CSRD, Taxonomy & CSDDD Update

BCLP on

The European Commission (“the Commission”) has adopted a new package of proposals to simplify European Union ("EU") rules, boost competitiveness, and unlock additional investment capacity. The aim of the first Omnibus package...more

Cooley LLP

Glass Lewis Addresses Board Diversity With “For Your Attention” Flag

Cooley LLP on

This Cooley Alert that I blogged about earlier today – penned by Brad Goldberg, Beth Sasfai, Luci Altman, and Michael Mencher – has been updated for this development...more

Jones Day

EU Omnibus Package Published: CSRD and CS3D to Be Delayed and Scaled Back

Jones Day on

The European Union published its long-awaited "Omnibus" package, proposing to delay key European ESG rules, while simultaneously reducing the applicability and burden of corporate sustainability reporting and due diligence...more

NAVEX

The Future of ESG: Navigating a Fragmented Landscape 

NAVEX on

In today’s polarized and politically charged climate, few topics spark as much debate as ESG. Once a niche concern limited to green investors and idealistic board members, ESG has evolved into a mainstream business priority....more

BCLP

Shareholder Engagement by Investors May Trigger Requirement to Convert From Schedule 13D to 13G

BCLP on

The SEC staff recently modified guidance indicating when “shareholder engagement” by an investor holding more than 5% of the stock of a public company constitutes “influencing control” that requires reporting on a long-form...more

Wilson Sonsini Goodrich & Rosati

ISS and Glass Lewis: Board Diversity Voting Policies

On February 11, 2025, Institutional Shareholder Services (ISS) announced a change to its voting policy with respect to board diversity. ISS will no longer consider the gender and racial and/or ethnic diversity of U.S. company...more

Stinson - Corporate & Securities Law Blog

The SEC’s Position Change on The Enhancement and Standardization of Climate-Related Disclosures for Investors

On February 11, 2025, Mark T. Uyeda, the acting chairman of the Securities and Exchange Commission, took action with respect to The Enhancement and Standardization of Climate Disclosures for Inventors rule, which was adopted...more

White & Case LLP

Issuers’ new obligation to disclose sustainability information

White & Case LLP on

On January 28, 2025 a resolution amending the General provisions applicable to issuers and other participants in the securities market (the "Resolution") was published in the Federal Official Gazette, to include obligations...more

Cooley LLP

Whoa! ISS Updates Its Voting Policies (Again) to No Longer Consider Board Diversity

Cooley LLP on

In a rare move to update its voting policies in the midst of proxy season, ISS issued this press release stating it will no longer consider a board’s gender, racial or ethnic diversity when making director election...more

BCLP

Pullback on Consideration of Board Diversity by ISS, BlackRock and Vanguard

BCLP on

Citing recent DEI developments in the U.S., ISS released its Statement on Diversity Factors in Director Elections on February 11, 2025 announcing that it will “indefinitely halt consideration of certain diversity factors in...more

Latham & Watkins LLP

Recent Developments for UK PLCs - February 2025

Latham & Watkins LLP on

In recent years, we have seen more class action securities claims against UK listed companies — akin to US style “stock-drop” litigation. These claims are typically brought by groups of investors, backed by financing...more

Cooley LLP

BlackRock and Vanguard Release 2025 Proxy Voting Guidelines

Cooley LLP on

On January 31, 2025, Vanguard issued its proxy voting policy for US portfolio companies, following the publication of BlackRock’s proxy voting guidelines for benchmark policies – US securities in December 2024. The updates...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

Blake, Cassels & Graydon LLP

Publication des toutes premières Normes canadiennes d’information sur la durabilité

Le 18 décembre 2024, le Conseil canadien des normes d’information sur la durabilité (le « CCNID »), lequel menait des travaux depuis juin 2023 visant à mettre en place un cadre relatif à la durabilité au Canada, a publié les...more

Cooley LLP

Commissioner Peirce offers her prescription for a “path back to normal”

Cooley LLP on

This week, SEC Commissioner Hester Peirce delivered the keynote address at the Northwestern Securities Regulation Institute in San Diego. Her theme: that public companies are “confronting a symptom of a larger societal...more

Davies Ward Phillips & Vineberg LLP

Governance Insights: 10 Legal Updates GCs, Boards and Investors Need to Know

The latest edition of Davies’ Governance Insights is now available. In this issue, we review 10 developments that general counsel and directors of Canadian public companies, and their investors, should know for 2025 and...more

Carey Olsen

Fund Finance Laws and Regulations 2025: Assessing Lender Risk in Fund Finance Markets (GLI chapter)

Carey Olsen on

Carey Olsen have contributed to the Global Legal Insights – Fund Finance guide by authoring a chapter on assessing lender risk in fund finance markets. As the fund finance market continues to evolve, lenders will need to...more

Latham & Watkins LLP

Corporate Governance in Italy: ESG Issues to Consider for the 2025 Assembly Season

Latham & Watkins LLP on

The Corporate Governance Code recommends that the board of directors promote, in the most appropriate forms, dialogue with shareholders and other stakeholders relevant to the company, thus tying the goal of "sustainable...more

Fenwick & West LLP

Study Suggests That Investors View ESG as a Luxury Item

Fenwick & West LLP on

Stanford Business recently posted an interesting article describing the results of a three-year study conducted to analyze American retail investors' attitudes toward environmental, social, and governance (ESG) issues....more

Cooley LLP

The ‘ESG’ Acronym Is Less Popular – Does It Matter?

Cooley LLP on

It’s clear that over the past few years, investors have tweaked their voting policies to tone down use of the term “ESG.” And it’s also clear that more and more companies are changing the title of their reports relating to...more

Vinson & Elkins LLP

Executive Compensation Under the New Administration

Vinson & Elkins LLP on

President-elect Donald Trump’s impending return to power on January 20, 2025, has created uncertainty and challenges for proxy advisory firms, such as ISS and Glass Lewis, which provide voting recommendations to investors on...more

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