Yafit Cohn is an associate at Simpson Thacher & Bartlett LLP. The following post is based on a Simpson Thacher publication authored by Ms. Cohn, Karen Hsu Kelley, and Avrohom J. Kess.
In recent years, a growing group of investors has called upon issuers to make available certain sustainability-related disclosures. In this same vein, several non-profit organizations, such as the Sustainability Accounting Standards Board (“SASB”), the Global Reporting Initiative (“GRI”), the Climate Disclosure Standards Board (“CDSB”) and the International Integrated Reporting Counsel (“IIRC”), have developed voluntary sustainability reporting standards for issuers to consider. While the Securities and Exchange Commission (“SEC”) is currently seeking public comment in connection with its Disclosure Effectiveness Initiative on whether it should “increase or reduce the environmental disclosure required” in Regulation S-K, it is unclear whether any sustainability-related disclosures will be mandated. In the absence of an SEC rule requiring sustainability disclosures, shareholders seeking to influence corporate action on sustainability reporting, as well as on climate change and other environmental issues, have increasingly turned to shareholder proposals in an effort to achieve their goals. These proposals have come in various forms; while some proposals seek increased disclosure, other proposals target companies’ corporate governance regime by requesting the nomination of directors with expertise in environmental matters or linking executive compensation with sustainability criteria.
