Cydney Posner

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Jarkesy and climate disclosure: how far will the courts go in constraining the administrative state?

On Wednesday, in an Expert Forum sponsored by Cornerstone Research, Stanford professor and former SEC Commissioner Joe Grundfest and Vice Chair and Chief Legal Officer of Millennium Management and former SEC General Counsel...more

6/10/2022  /  Climate Change , Corporate Governance , Disclosure Requirements , Publicly-Traded Companies , Securities and Exchange Commission (SEC)

Faux board gatekeepers: are independent board leaders just window dressing?

Are corporate boards awash in faux gatekeepers? This article, Board Gatekeepers, from a law professor at the University of Wisconsin, begins with a catalogue of infamous board failures to act as effective monitors of company...more

6/8/2022  /  Board of Directors , Corporate Governance , Independent Director , Publicly-Traded Companies

California to appeal decision striking down board gender diversity statute

The California Secretary of State has announced that she has directed counsel to file an appeal of the May 13 verdict of the Los Angeles Superior Court in Crest v. Padilla, which ruled unconstitutional SB 826, California’s...more

5/23/2022  /  Board of Directors , Corporate Governance , Diversity , Publicly-Traded Companies , Woman Board Members

SEC Proposes Watershed Climate-Related Disclosure Requirements

On March 21, 2022, the Securities and Exchange Commission announced a long-awaited proposal that would require public companies to disclose extensive climate-related information in their registration statements and periodic...more

4/18/2022  /  Climate Change , Disclosure Requirements , Greenhouse Gas Emissions , Publicly-Traded Companies , Securities and Exchange Commission (SEC) , Securities Regulation

Is the SEC’s new climate proposal within the traditions of the SEC disclosure regime?

Earlier this week, SEC Chair Gary Gensler gave the keynote address for an investor briefing on the SEC Climate Disclosure Rule presented by nonprofit Ceres. In his remarks, entitled “Building Upon a Long Tradition,” Gensler...more

4/14/2022  /  Climate Change , Disclosure Requirements , Publicly-Traded Companies , Regulation S-K , Securities and Exchange Commission (SEC)

Audit Analytics reports on cybersecurity disclosure

These days, with our government warning regularly about the likelihood of breaches in cybersecurity, concerns about cyber threats have only multiplied. Introducing the SEC’s new proposal for cybersecurity disclosure in March...more

4/11/2022  /  Cyber Incident Reporting , Cybersecurity , Disclosure Requirements , Form 8-K , Popular , Publicly-Traded Companies , Securities and Exchange Commission (SEC)

Board diversity statute for “underrepresented communities” held unconstitutional under California’s equal protection provisions

On April 1, the L.A. County Superior Court granted the plaintiffs’ motion for summary judgment in Crest v. Padilla, the taxpayer litigation challenging AB 979, California’s board diversity statute for “underrepresented...more

4/6/2022  /  Board of Directors , Corporate Governance , Diversity , Publicly-Traded Companies

Court grants summary judgment to plaintiffs challenging California’s board diversity statute for “underrepresented communities”

As you may recall, SB 826, the California board gender diversity statute, is not the only California board diversity statute facing legal challenges. In 2020, AB 979, California’s board diversity statute for...more

4/4/2022  /  Board of Directors , Corporate Governance , Diversity , Publicly-Traded Companies , Woman Board Members

SEC proposes new rules on climate disclosure [UPDATED—PART II—GHG emissions]

[This post is Part II of a revision and update of my earlier post that primarily reflects the contents of the proposing release. Part I (here) covered the background of the proposal and described the SEC’s proposed climate...more

3/29/2022  /  Climate Change , Disclosure Requirements , Greenhouse Gas Emissions , Proposed Rules , Public Comment , Publicly-Traded Companies , Regulation S-K , Regulation S-X , Securities and Exchange Commission (SEC)

SEC (finally) proposes new rules on climate disclosure [UPDATED—PART I]

[This post is Part I of a revision and update of my earlier post primarily reflecting the contents of the proposing release. This post covers background and describes various aspects of the proposal other than the sections on...more

3/28/2022  /  Climate Change , Comment Period , Disclosure Requirements , Proposed Rules , Publicly-Traded Companies , Regulation S-K , Securities and Exchange Commission (SEC)

California posts new report on board diversity— how much does it tell us?

It’s International Women’s Day! On March 1, the California Secretary of State, Dr. Shirley N. Weber issued the Secretary’s 2022 report required by SB 826, California’s board gender diversity law, and by AB 979, California’s...more

3/8/2022  /  Board of Directors , Corporate Governance , Diversity , Publicly-Traded Companies , Woman Board Members

ISS releases benchmark policy updates for 2022

This week, ISS issued its benchmark policy updates for 2022. The policy changes will apply to shareholder meetings held on or after February 1, 2022. The key changes for U.S. companies relate to say-on-climate proposals,...more

12/9/2021  /  Board of Directors , Climate Change , Corporate Governance , Disclosure Requirements , Diversity , Institutional Shareholder Services (ISS) , Publicly-Traded Companies

Another complaint filed against California board diversity statutes

Yesterday, yet another complaint was filed in federal district court charging that California’s board diversity statutes, SB 826 and AB 979, are unconstitutional under the equal protection provisions of the 14th Amendment. ...more

11/24/2021  /  Board of Directors , Constitutional Challenges , Corporate Governance , Diversity , Publicly-Traded Companies

SEC Staff Legal Bulletin Makes Exclusion of Certain Shareholder Proposals More Challenging

On November 3, 2021, the Division of Corporation Finance of the Securities and Exchange Commission (SEC) issued Staff Legal Bulletin 14L, which outlines new guidance on shareholder proposals submitted to public companies...more

11/18/2021  /  Proxy Statements , Publicly-Traded Companies , Rule 14a-8 , Securities and Exchange Commission (SEC) , Shareholder Proposals , Shareholders

ISS releases proposed benchmark policy changes for 2022

Last week, ISS released for public comment its proposed benchmark policy changes for 2022. If adopted, the proposed policy changes would apply to shareholder meetings held on or after February 1, 2022. The proposed changes...more

11/9/2021  /  Board of Directors , Corporate Governance , Diversity , Institutional Shareholder Services (ISS) , Publicly-Traded Companies , Shareholders

Hearing on board gender diversity statute—will the court issue a preliminary injunction? (Updated)

On October 19, a federal district court judge held a hearing on a motion for a preliminary injunction in Meland v. Weber, a case challenging SB 826, California’s board gender diversity statute, on the basis that it is...more

11/8/2021  /  Board of Directors , Corporate Governance , Diversity , Publicly-Traded Companies , Woman Board Members

What are the latest trends in SOX 404 reporting?

As you probably recall, SOX 404 requires public reporting companies to disclose the effectiveness of their internal control over financial reporting. SOX 404(a) public companies to provide an assessment of ICFR by management;...more

11/1/2021  /  Accelerated Filers , Attestation Requirements , Auditors , Emerging Growth Companies , ICFR , Internal Controls , Publicly-Traded Companies , Sarbanes-Oxley , Section 404 , Securities and Exchange Commission (SEC) , Smaller Reporting Companies

Hearing on board gender diversity statute—will the court issue a preliminary injunction?

On October 19, a federal district court judge held a hearing on a motion for a preliminary injunction in Meland v. Weber, a case challenging SB 826, California’s board gender diversity statute, on the basis that it is...more

10/22/2021  /  Board of Directors , Corporate Governance , Diversity , Publicly-Traded Companies , Securities and Exchange Commission (SEC) , Woman Board Members

The Conference Board reports on board diversity

The Conference Board has just released a new report, Corporate Board Practices in the Russell 3000, S&P 500, and S&P MidCap 400: 2021 Edition, a primary focus of which is board diversity. According to the press release, the...more

10/21/2021  /  Board of Directors , Corporate Governance , Diversity , Publicly-Traded Companies , Woman Board Members

Blog: New challenge to Nasdaq board diversity rule

A new petition has been filed challenging the Nasdaq board diversity rule (see this PubCo post). The National Center for Public Policy Research filed the petition on Tuesday with the U.S. Court of Appeals for the Third...more

10/6/2021  /  Board of Directors , Corporate Governance , Diversity , Nasdaq , Publicly-Traded Companies

Blog: How do companies address governance issues for corporate political activity?

In the last couple of years, many CEOs have felt the need to voice their views on political, environmental and social issues, such as racial justice and voting restrictions. For example, after the murder of George Floyd and...more

9/22/2021  /  Board of Directors , CEOs , Corporate Governance , Publicly-Traded Companies

Blog: How did COVID-19 affect financial reporting and financial health?

Audit Analytics has just released a deep dive into the impact of COVID-19 on financial reporting and financial wellbeing. To assess the effect of the pandemic, the report looked at going-concern audit opinions, impairment...more

9/1/2021  /  Audits , Coronavirus/COVID-19 , Corporate Governance , Financial Reporting , Publicly-Traded Companies , Securities and Exchange Commission (SEC)

Blog: How do companies approach climate disclosure?

So, what are the GHG emissions for a mega roll of Charmin Ultra Soft toilet paper? If you guessed 771 grams, you’d be right…or, at least, according to this article in the WSJ, you’d be consistent with the calculations of its...more

8/17/2021  /  Climate Change , Corporate Governance , Disclosure Requirements , Environmental Social & Governance (ESG) , Publicly-Traded Companies , Securities and Exchange Commission (SEC)

Blog: Is tax transparency the new ESG disclosure demand?

When the press publishes articles alleging that a slew of profitable businesses are, quite legally, not paying much—if anything—in income taxes, and politicians argue that companies are just not paying their fair share, it’s...more

7/13/2021  /  Corporate Governance , Disclosure Requirements , Environmental Social & Governance (ESG) , Publicly-Traded Companies

Blog: Ninth Circuit allows challenge to California board gender diversity statute to go forward

In Meland v. Padilla, a shareholder of a publicly traded company filed suit in federal district court seeking a declaratory judgment that SB 826, California’s board gender diversity statute, was unconstitutional under the...more

6/23/2021  /  Board of Directors , Corporate Counsel , Corporate Governance , Diversity , Gender Equity , Publicly-Traded Companies , Woman Board Members
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JD Supra Privacy Policy

Updated: Dec 28, 2021:

JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.

This Privacy Policy describes how JD Supra, LLC ("JD Supra" or "we," "us," or "our") collects, uses and shares personal data collected from visitors to our website (located at www.jdsupra.com) (our "Website") who view only publicly-available content as well as subscribers to our services (such as our email digests or author tools)(our "Services"). By using our Website and registering for one of our Services, you are agreeing to the terms of this Privacy Policy.

Please note that if you subscribe to one of our Services, you can make choices about how we collect, use and share your information through our Privacy Center under the "My Account" dashboard (available if you are logged into your JD Supra account).

Collection of Information

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Information from third parties (such as, from your employer or LinkedIn): We may also receive information about you from third party sources. For example, your employer may provide your information to us, such as in connection with an article submitted by your employer for publication. If you choose to use LinkedIn to subscribe to our Website and Services, we also collect information related to your LinkedIn account and profile.

Your interactions with our Website and Services: As is true of most websites, we gather certain information automatically. This information includes IP addresses, browser type, Internet service provider (ISP), referring/exit pages, operating system, date/time stamp and clickstream data. We use this information to analyze trends, to administer the Website and our Services, to improve the content and performance of our Website and Services, and to track users' movements around the site. We may also link this automatically-collected data to personal information, for example, to inform authors about who has read their articles. Some of this data is collected through information sent by your web browser. We also use cookies and other tracking technologies to collect this information. To learn more about cookies and other tracking technologies that JD Supra may use on our Website and Services please see our "Cookies Guide" page.

How do we use this information?

We use the information and data we collect principally in order to provide our Website and Services. More specifically, we may use your personal information to:

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How We Protect Your Information

JD Supra takes reasonable and appropriate precautions to insure that user information is protected from loss, misuse and unauthorized access, disclosure, alteration and destruction. We restrict access to user information to those individuals who reasonably need access to perform their job functions, such as our third party email service, customer service personnel and technical staff. You should keep in mind that no Internet transmission is ever 100% secure or error-free. Where you use log-in credentials (usernames, passwords) on our Website, please remember that it is your responsibility to safeguard them. If you believe that your log-in credentials have been compromised, please contact us at privacy@jdsupra.com.

Children's Information

Our Website and Services are not directed at children under the age of 16 and we do not knowingly collect personal information from children under the age of 16 through our Website and/or Services. If you have reason to believe that a child under the age of 16 has provided personal information to us, please contact us, and we will endeavor to delete that information from our databases.

Links to Other Websites

Our Website and Services may contain links to other websites. The operators of such other websites may collect information about you, including through cookies or other technologies. If you are using our Website or Services and click a link to another site, you will leave our Website and this Policy will not apply to your use of and activity on those other sites. We encourage you to read the legal notices posted on those sites, including their privacy policies. We are not responsible for the data collection and use practices of such other sites. This Policy applies solely to the information collected in connection with your use of our Website and Services and does not apply to any practices conducted offline or in connection with any other websites.

Information for EU and Swiss Residents

JD Supra's principal place of business is in the United States. By subscribing to our website, you expressly consent to your information being processed in the United States.

  • Our Legal Basis for Processing: Generally, we rely on our legitimate interests in order to process your personal information. For example, we rely on this legal ground if we use your personal information to manage your Registration Data and administer our relationship with you; to deliver our Website and Services; understand and improve our Website and Services; report reader analytics to our authors; to personalize your experience on our Website and Services; and where necessary to protect or defend our or another's rights or property, or to detect, prevent, or otherwise address fraud, security, safety or privacy issues. Please see Article 6(1)(f) of the E.U. General Data Protection Regulation ("GDPR") In addition, there may be other situations where other grounds for processing may exist, such as where processing is a result of legal requirements (GDPR Article 6(1)(c)) or for reasons of public interest (GDPR Article 6(1)(e)). Please see the "Your Rights" section of this Privacy Policy immediately below for more information about how you may request that we limit or refrain from processing your personal information.
  • Your Rights
    • Right of Access/Portability: You can ask to review details about the information we hold about you and how that information has been used and disclosed. Note that we may request to verify your identification before fulfilling your request. You can also request that your personal information is provided to you in a commonly used electronic format so that you can share it with other organizations.
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You can make a request to exercise any of these rights by emailing us at privacy@jdsupra.com or by writing to us at:

Privacy Officer
JD Supra, LLC
150 Harbor Drive, #2760
Sausalito, CA 94965

You can also manage your profile and subscriptions through our Privacy Center under the "My Account" dashboard.

We will make all practical efforts to respect your wishes. There may be times, however, where we are not able to fulfill your request, for example, if applicable law prohibits our compliance. Please note that JD Supra does not use "automatic decision making" or "profiling" as those terms are defined in the GDPR.

  • Timeframe for retaining your personal information: We will retain your personal information in a form that identifies you only for as long as it serves the purpose(s) for which it was initially collected as stated in this Privacy Policy, or subsequently authorized. We may continue processing your personal information for longer periods, but only for the time and to the extent such processing reasonably serves the purposes of archiving in the public interest, journalism, literature and art, scientific or historical research and statistical analysis, and subject to the protection of this Privacy Policy. For example, if you are an author, your personal information may continue to be published in connection with your article indefinitely. When we have no ongoing legitimate business need to process your personal information, we will either delete or anonymize it, or, if this is not possible (for example, because your personal information has been stored in backup archives), then we will securely store your personal information and isolate it from any further processing until deletion is possible.
  • Onward Transfer to Third Parties: As noted in the "How We Share Your Data" Section above, JD Supra may share your information with third parties. When JD Supra discloses your personal information to third parties, we have ensured that such third parties have either certified under the EU-U.S. or Swiss Privacy Shield Framework and will process all personal data received from EU member states/Switzerland in reliance on the applicable Privacy Shield Framework or that they have been subjected to strict contractual provisions in their contract with us to guarantee an adequate level of data protection for your data.

California Privacy Rights

Pursuant to Section 1798.83 of the California Civil Code, our customers who are California residents have the right to request certain information regarding our disclosure of personal information to third parties for their direct marketing purposes.

You can make a request for this information by emailing us at privacy@jdsupra.com or by writing to us at:

Privacy Officer
JD Supra, LLC
150 Harbor Drive, #2760
Sausalito, CA 94965

Some browsers have incorporated a Do Not Track (DNT) feature. These features, when turned on, send a signal that you prefer that the website you are visiting not collect and use data regarding your online searching and browsing activities. As there is not yet a common understanding on how to interpret the DNT signal, we currently do not respond to DNT signals on our site.

Access/Correct/Update/Delete Personal Information

For non-EU/Swiss residents, if you would like to know what personal information we have about you, you can send an e-mail to privacy@jdsupra.com. We will be in contact with you (by mail or otherwise) to verify your identity and provide you the information you request. We will respond within 30 days to your request for access to your personal information. In some cases, we may not be able to remove your personal information, in which case we will let you know if we are unable to do so and why. If you would like to correct or update your personal information, you can manage your profile and subscriptions through our Privacy Center under the "My Account" dashboard. If you would like to delete your account or remove your information from our Website and Services, send an e-mail to privacy@jdsupra.com.

Changes in Our Privacy Policy

We reserve the right to change this Privacy Policy at any time. Please refer to the date at the top of this page to determine when this Policy was last revised. Any changes to our Privacy Policy will become effective upon posting of the revised policy on the Website. By continuing to use our Website and Services following such changes, you will be deemed to have agreed to such changes.

Contacting JD Supra

If you have any questions about this Privacy Policy, the practices of this site, your dealings with our Website or Services, or if you would like to change any of the information you have provided to us, please contact us at: privacy@jdsupra.com.

JD Supra Cookie Guide

As with many websites, JD Supra's website (located at www.jdsupra.com) (our "Website") and our services (such as our email article digests)(our "Services") use a standard technology called a "cookie" and other similar technologies (such as, pixels and web beacons), which are small data files that are transferred to your computer when you use our Website and Services. These technologies automatically identify your browser whenever you interact with our Website and Services.

How We Use Cookies and Other Tracking Technologies

We use cookies and other tracking technologies to:

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There are different types of cookies and other technologies used our Website, notably:

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JD Supra Cookies. We place our own cookies on your computer to track certain information about you while you are using our Website and Services. For example, we place a session cookie on your computer each time you visit our Website. We use these cookies to allow you to log-in to your subscriber account. In addition, through these cookies we are able to collect information about how you use the Website, including what browser you may be using, your IP address, and the URL address you came from upon visiting our Website and the URL you next visit (even if those URLs are not on our Website). We also utilize email web beacons to monitor whether our emails are being delivered and read. We also use these tools to help deliver reader analytics to our authors to give them insight into their readership and help them to improve their content, so that it is most useful for our users.

Analytics/Performance Cookies. JD Supra also uses the following analytic tools to help us analyze the performance of our Website and Services as well as how visitors use our Website and Services:

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Controlling and Deleting Cookies

If you would like to change how a browser uses cookies, including blocking or deleting cookies from the JD Supra Website and Services you can do so by changing the settings in your web browser. To control cookies, most browsers allow you to either accept or reject all cookies, only accept certain types of cookies, or prompt you every time a site wishes to save a cookie. It's also easy to delete cookies that are already saved on your device by a browser.

The processes for controlling and deleting cookies vary depending on which browser you use. To find out how to do so with a particular browser, you can use your browser's "Help" function or alternatively, you can visit http://www.aboutcookies.org which explains, step-by-step, how to control and delete cookies in most browsers.

Updates to This Policy

We may update this cookie policy and our Privacy Policy from time-to-time, particularly as technology changes. You can always check this page for the latest version. We may also notify you of changes to our privacy policy by email.

Contacting JD Supra

If you have any questions about how we use cookies and other tracking technologies, please contact us at: privacy@jdsupra.com.

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