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BCLP

SDNY Dismisses Majority of SEC Landmark Charges Against SolarWinds and CISO

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On July 18, 2024, District Court Judge Engelmayer of the Southern District of New York issued his 107-page opinion and order dismissing most – but not all – of the landmark allegations of the SEC against SolarWinds Corp. and...more

Cooley LLP

Exxon court challenge to Arjuna shareholder proposal survives dismissal

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You may recall that, in January, ExxonMobil filed a lawsuit against Arjuna Capital, LLC and Follow This, the two proponents of a climate-related shareholder proposal submitted to Exxon, seeking a declaratory judgment that it...more

Skadden, Arps, Slate, Meagher & Flom LLP

Hot Topics: AI and ESG

The US Government Is Using AI To Detect Potential Wrongdoing, and Companies Should Too With agencies such as the SEC and DOJ using AI and other data analytics tools extensively to detect wrongdoing, companies need to adopt...more

Foley Hoag LLP - White Collar Law &...

SEC to Continue Aggressive Enforcement Efforts in 2024 After Record-Setting 2023

This is the fourth in our 2024 Year in Preview series examining important trends in white collar law and investigations in the coming year. We will be posting further installments in the series throughout the next several...more

Perkins Coie

Preparing for the 2024 Public Company Reporting Season

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In anticipation of the upcoming reporting season, this Update highlights some of the most significant rule changes, guidance, institutional investor areas of focus, and trends for public companies to consider in preparing...more

White & Case LLP

Japan 2023 Proxy Season

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The Number of Shareholder Proposals Made by Activist Shareholders, Votes Against Management Proposals and Listed Companies Facing Shareholder Proposals Each Continue to Trend Upward in Japan - During the June 2023 annual...more

Wilson Sonsini Goodrich & Rosati

Preparing for the SEC’s Cybersecurity Disclosure Rules

The U.S. Securities and Exchange Commission’s (SEC) 2023 Spring Unified Agenda of Regulatory and Deregulatory Actions was released last month and includes an anticipated action date for finalizing rules for cybersecurity...more

Wilson Sonsini Goodrich & Rosati

SEC Extends Time for Review of NYSE and Nasdaq Clawback-Related Listing Standards

On April 24, 2023, the U.S. Securities and Exchange Commission (SEC) extended the time period for its review and approval of the clawback-related listing standards from April 27, 2023 to June 11, 2023....more

White & Case LLP

Proxy Advisory Firms Issue 2023 Voting Guidelines

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Institutional Shareholder Services ("ISS") and Glass Lewis & Co. LLC ("Glass Lewis"), the two major proxy advisory firms, recently issued their updated proxy voting guidelines for the 2023 proxy season. These policy updates...more

Paul Hastings LLP

SEC Proposed Cybersecurity Rules – What They Are and What Our Clients Should be Doing Now

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What are the new rules? Earlier this year, the Securities and Exchange Commission (“SEC”) published a new set of proposed cybersecurity disclosure rules for public companies. The proposed rules would significantly increase...more

Akin Gump Strauss Hauer & Feld LLP

‘Mission Critical’—Revisiting the Board’s Oversight Role After In re: Boeing Co.

Recent rulings in the United States and overseas, coupled with the Securities and Exchange Commission’s (SEC) recently proposed disclosure rules covering climate-risk disclosures, underscore the attention boards of directors...more

Littler

Corporate Board Diversity: Next Steps for Employers After Court Strikes Down California Board Diversity Law

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On April 1, 2022, a Los Angeles County Superior Court ruled that California Assembly Bill 979—a bill designed to increase diversity and improve the persistently low number of underrepresented groups on corporate...more

NAVEX

The SEC's Message for Companies on Cybersecurity: ‘Do Better’

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Corporate risk and compliance officers already labor under an influx of concerns related to cybersecurity, so you might have missed this latest news: the U.S. Securities and Exchange Commission has proposed new rules for more...more

Goodwin

SEC Settles First-Of-Its-Kind $13m DeFi Tech Action

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SEC Settles First-Of-Its-Kind $13m DeFi Tech Action; NASDAQ Board Diversity Rules Challenged in Fifth Circuit; Delaware Court of Chancery Declines to Enforce Contractual Limitations on Liability to Bar Contractual Fraud...more

Snell & Wilmer

ESG and Human Capital Reporting: Contemplating Diversity Disclosures

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Institutional investors and other stakeholders are seeking better information from public companies on workforce diversity. Company executives and boards are discussing how and what to disclose, and many observers believe the...more

Cooley LLP

Blog: What’s happening with the Nasdaq board diversity proposal?

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You probably remember that, late last year, Nasdaq filed with the SEC a proposal for new listing rules regarding board diversity and disclosure. The new listing rules would adopt a “comply or explain” mandate for board...more

Goodwin

Limiting SPAC-Related Litigation Risk: Disclosure And Process Considerations

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2020 marked an incredible surge in the prevalence of Special Purpose Acquisition Company (“SPAC”) initial public offerings and business combinations (“deSPAC transactions”). In 2020, there were 248 SPAC IPOs (raising total...more

White & Case LLP

ESG Disclosure Trends in SEC Filings

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These are unprecedented times, and companies are facing important issues as they navigate the current economic, political, and social climate. The COVID-19 pandemic and Black Lives Matter movement have put the spotlight on...more

Goodwin

State Street and BlackRock Tell Public Company Directors That The Time Is Now To Focus On Sustainability and ESG

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In January 2020, two of the largest asset managers, State Street Global Advisors (SSGA) and BlackRock, emphasized that they will hold Boards of Directors accountable for not making significant progress on sustainability and...more

White & Case LLP

BlackRock Calls for Enhanced Sustainability Disclosure and Accountability for Directors

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In a significant development for ESG and corporate governance, BlackRock is now calling on the public companies it invests in to publish disclosures in line with the Sustainability Accounting Standards Board (SASB) and the...more

Fenwick & West LLP

A Senior Executive Is Seriously Ill. When Should a Company Disclose the News?

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The death of Oracle CEO Mark Hurd in October has highlighted a longstanding public company dilemma: whether and when to disclose the news that a senior leader has a serious health challenge. Not only is the topic sensitive...more

Jones Day

Chancery Court Requires Entire Fairness Review of Tesla CEO Compensation

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The Background: A shareholder challenged an extraordinary and extremely lucrative incentive-based compensation package awarded by Tesla to its chair, CEO, and controlling shareholder, claiming a breach of fiduciary duties. ...more

A&O Shearman

Corporate Governance & Executive Compensation Survey 2019

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Concern for environmental and social issues has reached an inflection point. While traditional governance issues that have been a staple of investor advocacy and discussion (the “G” of ESG) continue to be important,...more

White & Case LLP

E&S Disclosure Trends in SEC Filings 2018 – 2019

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In light of the increased spotlight on environmental, social and governance (“ESG”) disclosures, White & Case’s Public Company Advisory Group conducted a survey of environmental and social (“E&S”) disclosures in the...more

Skadden, Arps, Slate, Meagher & Flom LLP

Shareholder Activism Trends in the 2019 Proxy Season

In 2018, robust U.S. and global M&A activity substantially mitigated the downside risk for activist investors. With political uncertainty ahead of the 2020 presidential election, unsettled questions on trade and tariffs, and...more

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