On September 18, 2023, following a two-year development process, the Taskforce on Nature-related Financial Disclosures (TNFD) published its final recommendations (the Recommendations) to help market participants with...more
11/29/2023
/ Biodiversity ,
Business Strategies ,
Capital Investments ,
Climate Action Plan ,
Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Financial Institutions ,
Regulatory Requirements
On June 13, 2023, the European Commission published “a new package of measures to build on and strengthen the foundations of the EU sustainable finance framework.” The aim is to ensure that the EU sustainable finance...more
On April 19, 2023, CDP launched a request for 7,000 companies to disclose on the production and use of the most environmentally problematic plastics, i.e., plastic polymers, durable plastics, and plastic packaging, through...more
According to a new survey, most large companies are preparing to comply with the Securities and Exchange Commission’s (SEC) proposed climate disclosure rule even though it is not final, but many business leaders are concerned...more
4/7/2023
/ Climate Action Plan ,
Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Publicly-Traded Companies ,
Registration Statement ,
Regulatory Agenda ,
Regulatory Reform ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On March 7, 2023, the Office of the Superintendent of Financial Institutions (“OSFI”), the Canadian government agency responsible for supervising federally-regulated financial institutions (“FRFI”) and insurance companies,...more
3/31/2023
/ Banks ,
Climate Action Plan ,
Climate Change ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Financial Services Industry ,
FRFI ,
New Guidance ,
OSFI ,
Regulatory Reform ,
Task Force on Climate-related Financial Disclosures (TCFD)
On January 2, the New York City (NYC) Comptroller, Brad Lander, the NYC Employees’ Retirement System, the NYC Teachers’ Retirement System, and the NYC Board of Education Retirement System, announced that they had submitted...more
1/31/2023
/ Business Strategies ,
Climate Action Plan ,
Climate Change ,
Comptroller ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Financial Institutions ,
Financial Regulatory Reform ,
Financial Services Industry ,
Greenhouse Gas Emissions ,
Pension Funds ,
Popular ,
Underwriting
In November 2022, the Global Reporting Initiative (GRI) launched a consultation on the latest draft of their biodiversity disclosure standard. The draft standard extensively updates the 2016 version (GRI 304) and is designed...more
Summary -
In an important development, on April 28, 2022, the Securities and Exchange Commission (SEC) commenced an action in the United States District Court for the Eastern District of New York in which it asserted that...more
5/3/2022
/ Corporate Governance ,
Disclosure Requirements ,
Enforcement Actions ,
Environmental Social & Governance (ESG) ,
False Statements ,
Intent to Defraud ,
Investment Fraud ,
Mining ,
Misleading Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)
On March 21, 2022, the U.S. Securities and Exchange Commission (the “SEC”) proposed far-reaching amendments to Regulation S-K and Regulation S-X that would mandate significant additional climate-related disclosures for public...more
4/13/2022
/ Climate Change ,
Comment Period ,
Corporate Governance ,
Disclosure Requirements ,
Financial Regulatory Reform ,
Proposed Amendments ,
Public Comment ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulation S-X ,
Regulatory Agenda ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On March 21, 2022, the U.S. Securities and Exchange Commission (the “SEC”) proposed far-reaching amendments to Regulation S-K and Regulation S-X that would mandate significant additional climate-related disclosures for public...more
4/7/2022
/ Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Greenhouse Gas Emissions ,
Proposed Regulation ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulation S-X ,
Regulatory Agenda ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On March 21, 2022, the U.S. Securities and Exchange Commission (the “SEC”) proposed far-reaching amendments to Regulation S-K and Regulation S-X that would mandate significant additional climate-related disclosures. If...more
3/24/2022
/ Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Greenhouse Gas Emissions ,
Proposed Regulation ,
Public Comment ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulation S-X ,
Regulatory Agenda ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
In anticipation of New York Fashion Week, lawmakers remind us that this season’s haute couture is not the only thing heating up right now. After years of global warming and environmental, social and governance (ESG) topics...more
2/11/2022
/ Climate Action Plan ,
Climate Change ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Fashion Design ,
Fashion Industry ,
Manufacturers ,
New York ,
Proposed Legislation ,
Regulatory Agenda ,
Retailers ,
State Legislatures ,
Supply Chain ,
Sustainability
Introduction -
The asset management industry has been sounding the alarm for some time about the risks and opportunities posed by climate change. While private equity giant, Carlyle, is the most recent financial institution...more
The recent IPO for Rivian Automotive Inc., the electric pick-up truck manufacturer whose shares increased 29% on the day following the offering, resulting in an enterprise valuation of more than $86 billion – more than the...more
12/2/2021
/ Business Strategies ,
Capital Investments ,
Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Initial Public Offering (IPO) ,
Investment ,
Risk Assessment ,
Securities and Exchange Commission (SEC) ,
Sustainable Business Practices
As investors’ calls for greater climate-related corporate accountability grow louder, the “E” in ESG—environmental, social and governance—looms larger than ever, particularly from the perspective of directors facing oversight...more
On August 6, 2021, the Securities and Exchange Commission (“SEC”) issued an order approving proposed rule changes submitted by The Nasdaq Stock Market LLC (“Nasdaq”) to adopt listing rules related to board diversity. ...more
8/11/2021
/ Board of Directors ,
Corporate Governance ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
LGBTQ ,
Listing Standards ,
Minorities ,
Nasdaq ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Woman Board Members
The Delaware courts have not been shy about warning of the dangers that can arise when merger negotiations are handed over to conflicted directors who fail to keep their boards fully informed about their divided loyalties. ...more
2016 was an active year in securities litigation. In the first half of 2016 alone, plaintiffs filed 119 new federal class action securities cases. It was also a busy year for SEC enforcement proceedings, with a record 868...more
1/13/2017
/ Administrative Law Judge (ALJ) ,
Administrative Proceedings ,
Appointments Clause ,
Article II ,
Audits ,
Best Buy ,
C&DIs ,
Class Action ,
Class Certification ,
Compensation & Benefits ,
Confidential Information ,
Constitutional Challenges ,
Consumer Financial Protection Bureau (CFPB) ,
Dirks v SEC ,
Disclosure Requirements ,
Dodd-Frank ,
Enforcement Actions ,
Financial Institutions ,
Food and Drug Administration (FDA) ,
Form 10-K ,
Form 8-K ,
Fraud-on-the-Market ,
Halliburton v Erica P. John Fund ,
Illegal Tipping ,
Insider Trading ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Janus Capital Group ,
Jurisdiction ,
Loss Causation ,
Mergers ,
Merrill Lynch v Manning ,
Misleading Impressions ,
Omnicare v Laborers District Council ,
Pensions ,
Personal Benefit ,
Pfizer ,
Pharmaceutical Industry ,
PHH Corp. v CFPB ,
Prescription Drugs ,
Regulation S-K ,
Removal For-Cause ,
RESPA ,
Sanofi ,
Securities ,
Securities Fraud ,
Securities Litigation ,
Securities Violations ,
Short Selling ,
Statute of Limitations ,
Stock Prices ,
Unions ,
US v Newman ,
US v Salman ,
Wells Notice ,
Whistleblower Protection Policies
2016 saw many notable developments in corporate governance litigation and related regulatory developments. In this article, we discuss significant judicial and regulatory developments in the following areas:
Mergers...more
1/12/2017
/ Acquisitions ,
Activist Investors ,
Appeals ,
Appraisal ,
Audit Committee ,
Business Judgment Rule ,
Chipotle Grill ,
Conflicts of Interest ,
Corporate Governance ,
DE Supreme Court ,
Delaware General Corporation Law ,
Dell ,
Director Nominations ,
Disclosure Requirements ,
Disclosure-Based Settlements ,
Financial Adviser ,
Foreign Corporations ,
General Jurisdiction ,
Going-Private Transactions ,
Hertz ,
Indemnification ,
Jurisdiction ,
Limited Liability Company (LLC) ,
Mergers ,
Popular ,
Proxy Access ,
Securities and Exchange Commission (SEC) ,
Shareholder Activism ,
Shareholders ,
Sothebys ,
Special Committees ,
Squeeze-Out Mergers ,
Stocks ,
Trulia