The rapidly growing focus on environmental, social and governance (ESG) matters that marked 2020 continued to shape events for companies operating or based in the U.K. and Europe in 2021. Discussions of ESG are occurring at...more
9/3/2021
/ Biden Administration ,
Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Environmental Social & Governance (ESG) ,
Financial Conduct Authority (FCA) ,
Green Bonds ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Sustainable Finance ,
UK
On August 19, 2021, the New York Stock Exchange (NYSE) filed an immediately effective rule change (Rule Proposal) restoring a transaction value and materiality threshold for related party transactions that require independent...more
8/26/2021
/ Audit Committee ,
Board of Directors ,
Disclosure Requirements ,
Independent Directors ,
Listed Company Manual ,
Listing Standards ,
NYSE ,
Proposed Rules ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
On August 6, 2021, the Securities and Exchange Commission (SEC) approved1 the Nasdaq Stock Market’s (Nasdaq) proposal to amend its listing standards to encourage greater board diversity and to require board diversity...more
In prepared remarks on July 28, 2021, Chair Gary Gensler of the Securities and Exchange Commission (SEC) set forth key considerations for the staff to address in the SEC’s forthcoming rulemaking proposal on mandatory climate...more
Companies are increasingly providing disclosure about their current efforts and future commitments on environmental and social (E&S) matters. The percentage of S&P 500 companies publishing sustainability or corporate social...more
During his Senate confirmation hearing for chair of the Securities and Exchange Commission (SEC), Gary Gensler said he would adhere to the U.S. Supreme Court’s view of materiality: Information is material (and should...more
I. The Current State of Play -
The subjects falling within the purview of U.S. public company board of director oversight have grown to encompass virtually any subject that an investor, stakeholder or other party raises...more
When finalizing proxy materials for annual shareholder meetings, companies should consider the following Securities and Exchange Commission (SEC) rules and related guidance, as well as stock exchange listing standards and...more
Takeaways
- Boards can expect investors and regulators to demand increased disclosure of ESG metrics.
- With no uniform set of ESG standards, companies with global operations may face a hodgepodge of disclosure...more
In a tumultuous year, one of the key clear messages to emerge from 2020 was that environmental, social and governance (ESG) concerns are here to stay. As mentioned in our 31 July 2020 article “ESG in 2020: A Half-Year...more
2/9/2021
/ Biden Administration ,
Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Debt Market ,
Environmental Social & Governance (ESG) ,
Flexible Work Arrangements ,
Green Bonds ,
Popular ,
Publicly-Traded Companies ,
Remuneration ,
Supply Chain ,
Sustainability
The change in administration is expected to bring a governmental and regulatory climate that is vastly more hospitable to calls to facilitate the incorporation of environmental, social and governance (ESG) factors into...more
Proxy advisory firms Institutional Shareholder Services (ISS) and Glass Lewis recently announced updates to their proxy voting guidelines for the 2021 proxy season. These updates reflect institutional investors’ increased...more
12/14/2020
/ Board of Directors ,
Corporate Governance ,
Disclosure Requirements ,
Diversity ,
Environmental Social & Governance (ESG) ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Proxy Season ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Special Purpose Acquisition Companies (SPACs)
On December 1, 2020, the Nasdaq Stock Market filed a proposal with the Securities and Exchange Commission (SEC) to amend its listing standards to encourage greater board diversity and enhanced diversity disclosures for...more
In October 2019, for the third consecutive year, the Staff of the Division of Corporation Finance (Staff) of the U.S. Securities and Exchange Commission (SEC) issued guidance concerning companies’ ability to exclude...more
On April 6, 2020, the governor of Delaware, John Carney, issued an executive order addressing the notice requirement for public companies that switch their stockholders’ meetings from a physical location to a “virtual”...more
4/8/2020
/ Board of Directors ,
Coronavirus/COVID-19 ,
Corporate Counsel ,
Executive Orders ,
Filing Requirements ,
Governor Carney ,
Notice Requirements ,
Public Health Emergency ,
Publicly-Traded Companies ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Shareholder Meetings ,
Shareholders ,
Virtual Meetings ,
Websites
As health organizations and governments around the world work to contain the coronavirus (COVID-19), businesses should be mindful of the various ways the virus may impact their operations and employees. The wide range of...more
3/5/2020
/ Acquisitions ,
Anti-Discrimination Policies ,
Business Interruption ,
Capital Markets ,
Centers for Disease Control and Prevention (CDC) ,
Commercial Contracts ,
Coronavirus/COVID-19 ,
Corporate Restructuring ,
Cybersecurity ,
Derivatives ,
Disclosure Requirements ,
Employment Policies ,
Equity Securities ,
Force Majeure Clause ,
Global Economy ,
Leveraged Finance ,
Life Sciences ,
Mergers ,
OSHA ,
Popular ,
Public Health ,
Public Safety ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Supply Chain ,
Virtual Meetings
The dawn of a new decade brings with it the certainty of ongoing challenges to the conduct of public company directors based on alleged breaches of fiduciary duty.
This note is a brief reminder for directors of Delaware...more
Despite political and economic uncertainties, markets and deal activity were resilient in 2019, and strong fundamentals remain in place heading into 2020. Companies continue to face a challenging litigation and enforcement...more
1/30/2020
/ Acquisitions ,
Administrative Procedure Act ,
Anti-Discrimination Policies ,
Anti-Harassment Policies ,
Anti-Kickback Statute ,
Antitrust Investigations ,
Appeals ,
Arbitration Awards ,
Attorney General ,
Backstop Agreements ,
BEPS ,
BitLicense ,
Blockchain ,
Board of Directors ,
Bonds ,
Capital Markets ,
CFIUS ,
CFTC ,
Chapter 11 ,
Claim Preclusion ,
Class Action ,
Commercial Bankruptcy ,
Common Stock ,
Congressional Investigations & Hearings ,
Congressional Subpoenas ,
Consumer Financial Protection Bureau (CFPB) ,
Cooperation Agreement ,
Copyright ,
Corporate Governance ,
Corporate Restructuring ,
Corporate Social Responsibility ,
Corporate Taxes ,
Corwin Doctrine ,
Covenant Lite Deals ,
Creditors ,
Cross-Border Transactions ,
DACA ,
DE Supreme Court ,
Debt Financing ,
Debtors ,
Department of Justice (DOJ) ,
Dischargeable Debts ,
Disgorgement ,
Disparate Impact ,
Dodd-Frank ,
Down Rounds ,
Drug Pricing ,
EBITDA ,
Employee Retirement Income Security Act (ERISA) ,
Employer Liability Issues ,
Employment Discrimination ,
Enforcement Actions ,
Enforcement of Foreign Judgments ,
Enterprise Act 2002 ,
Environmental Social & Governance (ESG) ,
EU ,
Fair Housing Act (FHA) ,
Federal Trade Commission (FTC) ,
FinTech ,
FIRRMA ,
Foreign Acquisitions ,
Foreign Investment ,
Foreign Issuers ,
FRCP 23 ,
General Data Protection Regulation (GDPR) ,
General Elections ,
GILTI tax ,
High-Yield Markets ,
Hong Kong ,
Hong Kong Stock Exchange ,
Individual Accountability ,
Initial Public Offering (IPO) ,
Intellectual Property Litigation ,
Intercreditor Agreements ,
International Arbitration ,
International Litigation ,
IRS ,
Issue Preclusion ,
Japan ,
Joint Venture ,
Legislative Agendas ,
Life Sciences ,
Listing Rules ,
Litigation Strategies ,
Make-Whole Premium ,
Mergers ,
MFW ,
Multinationals ,
National Security ,
PCAOB ,
Pharmaceutical Industry ,
Political Parties ,
Preferred Shares ,
Private Offerings ,
Privately Held Corporations ,
Proxy Advisory Firms ,
Publicly-Traded Companies ,
Refinancing ,
Regulatory Agenda ,
Reporting Requirements ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Separation of Powers ,
Shareholder Activism ,
Shareholder Proposals ,
Shareholders ,
Split of Authority ,
State Labor Laws ,
Stock Drop Litigation ,
Tax Cuts and Jobs Act ,
Tax Litigation ,
Technology Sector ,
Third-Party Release Agrements ,
Transparency ,
UK ,
UK Brexit ,
Valuation ,
White Collar Crimes
Companies have important decisions to make as they prepare for the 2020 annual meeting and reporting season. We have prepared a checklist of key corporate governance, executive compensation and disclosure matters on which we...more
12/3/2019
/ Annual Meeting ,
Annual Reports ,
Audits ,
Board of Directors ,
Corporate Counsel ,
Director Compensation ,
Disclosure Requirements ,
Diversity ,
Environmental Social & Governance (ESG) ,
Filing Requirements ,
Glass Lewis ,
Hedging ,
Insider Trading ,
Institutional Shareholder Services (ISS) ,
Pay Ratio ,
Proxy Advisory Firms ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Reporting Requirements ,
Say-on-Pay ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals
On November 14, 2019, Skadden held a webinar titled “Preparing for the Shareholder Proposal Season” with panelists Amy Borrus, Deputy Director of the Council of Institutional Investors (CII); Marc Lindsay, Senior Strategist,...more
11/25/2019
/ Board of Directors ,
Business Roundtable ,
Diversity ,
Environmental Social & Governance (ESG) ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
No-Action Requests ,
Proxy Season ,
Proxy Voting ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Special Meetings
On November 5, 2019, the Securities and Exchange Commission (SEC), by 3-2 votes, issued two releases proposing a number of amendments to the federal proxy rules. The first release proposed changes to certain procedural...more
11/8/2019
/ Anti-Fraud Provisions ,
Comment Period ,
Corporate Governance ,
Proposed Amendments ,
Proxy Season ,
Proxy Solicitations ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Regulatory Oversight ,
Regulatory Requirements ,
Rule 14a-8 ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Threshold Requirements
On September 6, 2019, the Division of Corporation Finance (Staff) of the Securities and Exchange Commission (SEC) published a statement regarding no-action requests to exclude shareholder proposals under Exchange Act Rule...more
There is an ongoing debate regarding the role of publicly traded for-profit business corporations in addressing the many serious challenges confronting society, including some directly involving nonshareholder corporate...more
On August 21, 2019, the Securities and Exchange Commission (SEC), by a 3-2 vote, issued two separate releases providing interpretive guidance relating to the proxy voting process. One release addresses the proxy voting...more
8/27/2019
/ Anti-Fraud Provisions ,
Corporate Governance ,
Institutional Shareholder Services (ISS) ,
Interpretive Rule ,
Investment Adviser ,
Investment Management ,
Proxy Advisory Firms ,
Proxy Season ,
Proxy Voting ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Regulatory Oversight ,
Regulatory Requirements ,
Rulemaking Process ,
Securities and Exchange Commission (SEC)
Institutional Shareholder Services Inc. (ISS), an influential proxy advisory firm, has launched its annual policy survey to inform its benchmark voting policies for 2020 and beyond. In an effort to streamline the process, ISS...more
7/26/2019
/ Board of Directors ,
Climate Change ,
Directors ,
Diversity ,
Institutional Investors ,
Institutional Shareholder Services (ISS) ,
Multi-Class Shares ,
Proxy Voting Guidelines ,
Public Comment ,
Publicly-Traded Companies ,
Surveys