News & Analysis as of

Environmental Social & Governance (ESG) Corporate Governance Proxy Statements

Skadden, Arps, Slate, Meagher & Flom LLP

2024 Annual Meeting Filing and Disclosure Requirements

When finalizing proxy materials for annual shareholder meetings, companies should consider the following areas, which are described in more detail below: - SEC Proxy Filing Requirements - Proxy Statement Disclosures...more

Latham & Watkins LLP

Key Compensation Items for 2024 Proxy Season and Beyond - February 2024

Latham & Watkins LLP on

Pursuant to rules that the Securities and Exchange Commission (SEC) issued in late 2022, publicly traded companies must generally provide both tabular and narrative and/or graphical disclosure of the relationship between...more

White & Case LLP

Key Considerations for the 2024 Annual Reporting and Proxy Season: Your Upcoming Form 10-K

White & Case LLP on

Each year in our Annual Memo, White & Case's Public Company Advisory Group provides practical insights on preparing Annual Reports on Form 10-Ks, Annual Meeting Proxy Statements and, for FPIs, the Annual Report on Form 20-F....more

BakerHostetler

Preparing for the 2024 Proxy and Annual Reporting Season: Key Issues and Considerations

BakerHostetler on

For the upcoming 2024 proxy and annual reporting season, there are a number of key issues to consider and keep an eye on for further developments as preparations commence. This alert provides an overview of these issues and...more

BCLP

Crisis of Trust: Corporate Governance Update 2023

BCLP on

Following a series of accounting and audit scandals in recent years and what has been described as a “crisis of trust”, the UK Government, regulatory bodies, and institutional investor groups have set out to reform the UK’s...more

Cadwalader, Wickersham & Taft LLP

Support for Climate-Related Shareholder Resolutions Declines During 2023 Proxy Season

In August 2023, following this year’s proxy voting season, two of the world’s largest asset managers published their voting records, which revealed that their support for environmental and social shareholder resolutions had...more

Mayer Brown Free Writings + Perspectives

2024 U.S. Proxy and Annual Report Season: It’s Starting Time!

Although it may seem early, it is already time to start preparing for the 2024 proxy and annual report season. Additional time may be required this year because of the substantial scope and pace of relevant changes in law and...more

Wilson Sonsini Goodrich & Rosati

Sustainability and ESG Advisory Practice Update, June 2023

SEC Publishes Spring 2023 Regulatory Agenda - On June 13, 2023, Chair of the U.S. Securities and Exchange Commission (SEC) Gary Gensler announced the release of the SEC’s Spring 2023 Regulatory Agenda (the Regulatory...more

Cooley LLP

Hey, it’s “ESG month”—House ESG Working Group takes on shareholder proposal process

Cooley LLP on

“ESG month” may not be exactly what you think. It’s the moniker, according to Politico, ascribed to the plan of the House Financial Services Committee, reflected in this interim report from its ESG Working Group, “to spend...more

Morgan Lewis

A Proxy Season Wrap-up: Shareholder Proposals Target ESG and Equity Audits

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In recent years, there has been a steady increase in shareholder proposals that target a public company’s ESG commitments, including diversity and inclusion data, environmental or emission programs, and community engagement....more

Skadden, Arps, Slate, Meagher & Flom LLP

2023 Annual Meeting Filing and Disclosure Requirements

SEC Proxy Filing Requirements - File proxy card, Notice of Internet Availability and other soliciting materials with the SEC. In addition to filing the proxy statement, companies should confirm that the proxy card, the...more

White & Case LLP

Key Considerations for the 2023 Annual Reporting and Proxy Season Part II: Proxy Statement

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Part I of our two-part Annual Memo series identified important considerations when preparing Annual Reports on Form 10-K in 2023. Part II of this memo below, describes our key considerations for 2023 Annual Meeting Proxy...more

WilmerHale

Proxy Advisory Firm Policy Updates for the 2023 Proxy Season

WilmerHale on

In preparation for the 2023 proxy season, proxy advisory firms Glass Lewis and Institutional Shareholder Services (ISS) announced updates to their voting guidelines for investors, effective on January 1, 2023, and February 1,...more

Morgan Lewis

Proxies, Pay, and the Brave New World of ESG

Morgan Lewis on

Environmental, social, and governance (ESG) matters are now the subject of significantly greater regulatory scrutiny and are becoming a more prominent part of public companies’ mandatory filings, shareholder proposals, and...more

BakerHostetler

Preparing for the 2023 Proxy and Annual Reporting Season: Key Issues and Considerations

BakerHostetler on

Companies are beginning to look ahead to the upcoming 2023 proxy and annual reporting season, and there are a number of key issues to consider as preparations commence. This alert provides an overview of these issues and...more

Troutman Pepper

ESG Proposals Make Early Waves in the 2022 Proxy Season

Troutman Pepper on

Environmental, social, and governance (ESG) issues received unprecedented attention from investors during the 2021 proxy season, and early indications show that the momentum will continue to build this year....more

Skadden, Arps, Slate, Meagher & Flom LLP

Annual Meeting Filing and Disclosure Reminders

As companies finalize materials for annual shareholder meetings, we recommend consideration of the following key requirements and disclosures: SEC proxy filing requirements; website and submission requirements; proxy...more

White & Case LLP

Key Considerations for the 2022 Annual Reporting and Proxy Season

White & Case LLP on

This memorandum outlines key considerations for U.S. public companies in preparation for the 2022 annual reporting and proxy season.   ▪️ Part I of this memo, which was published in January 2022, describes key...more

Jones Day

2021 Transactional Year in Review and 2022 Forecast: Emerging Developments in Corporate Governance, Impact of COVID-19, and...

Jones Day on

The enduring COVID-19 pandemic continued to impact corporate governance practices and trends in 2021, while other notable developments, including a surge in shareholder proposals, changes to the proxy rules, and increased...more

Goodwin

ISS and Glass Lewis Issue 2022 Policy Guidelines

Goodwin on

The two dominant proxy advisory firms — Institutional Shareholder Services (ISS) and Glass Lewis (GL) — have issued their policy updates for the 2022 proxy season. These updates reflect the continuing trend of institutional...more

Skadden, Arps, Slate, Meagher & Flom LLP

Preparing for the Shareholder Proposal Season - December 2021

On November 16, 2021, Skadden held a webinar titled “Preparing for the Shareholder Proposal Season.” The panelists were Gianna McCarthy, Director of Corporate Governance for the Office of the New York State Comptroller (New...more

Akin Gump Strauss Hauer & Feld LLP

SEC Adopts Final Rules Requiring Universal Proxy Cards

On November 17, 2021, the Securities and Exchange Commission (SEC) adopted final rules requiring the use of a universal proxy card by all parties in contested elections for directors at shareholder meetings. The rules require...more

Ballard Spahr LLP

The SEC’s New Staff Legal Bulletin: A Strengthening of the ESG Framework

Ballard Spahr LLP on

Summary - The Division of Corporation Finance of the U.S. Securities and Exchange Commission (SEC) issued a new SEC Staff Legal Bulletin outlining its views on excluding shareholder proposals under Rule 14a-8(i)(5), the...more

Sullivan & Worcester

SEC Staff Issues Legal Bulletin Narrowing Interpretation of Certain Exceptions to Rule 14a-8 Allowing Shareholder Proposals in...

Sullivan & Worcester on

Climate-related issues have taken on an enhanced level of concern at the federal government level since the Biden administration rejoined the Paris Agreement in an effort to stem climate change impacts, and the administration...more

Akin Gump Strauss Hauer & Feld LLP

SEC Staff Issues Guidance Relating to Shareholder Proposals

On November 3, 2021, the U.S. Securities and Exchange Commission (SEC) issued a Staff Legal Bulletin (SLB 14L) limiting the ability of public companies to exclude from proxy statements shareholder proposals that relate to...more

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