Weekly Roundup: February 28

This roundup contains a collection of the posts published on the Forum during the week of February 28–March 5, 2020.

SEC Charges for Failure to Disclose Material Trends

Posted by Cydney Posner, Cooley LLP, on Friday, February 28, 2020

Tags: Disclosure, Exchange Act, Firm performance, SEC, Securities enforcement, Securities regulation, Settlements

Society for Corporate Governance Comment Letter to SEC on Proposed Proxy Rules for Proxy Voting Advice

Posted by Darla Stuckey, Society for Corporate Governance, on Friday, February 28, 2020

Tags: Conflicts of interest, Disclosure, ESG, Institutional Investors, Proxy advisors, Proxy voting, SEC, SEC rulemaking, Securities regulation, Shareholder voting

Business Roundtable Comment Letter to SEC on Proposed Proxy Rules for Proxy Voting Advice

Posted by Tami Groswald Ozery (Harvard Law School), on Friday, February 28, 2020

Tags: Conflicts of interest, Disclosure, Institutional Investors, Proxy advisors, Proxy voting, SEC, SEC rulemaking, Securities regulation, Shareholder voting

Spotlight on Boards

Posted by Martin Lipton, Wachtell, Lipton, Rosen & Katz, on Saturday, February 29, 2020

Tags: Board oversight, Boards of Directors, Corporate culture, Engagement, ESG, Institutional Investors, Long-Term value, Management, Risk management, Sustainability

Society for Corporate Governance Comment Letter on Proposed Amendments to Rule 14a-8

Posted by Darla Stuckey, Society for Corporate Governance, on Saturday, February 29, 2020

Tags: Institutional Investors, Rule 14a-8, SEC, SEC rulemaking, Securities regulation, Shareholder proposals, Shareholder voting

The Business Roundtable Comment Letter on Proposed Amendments to Rule 14a-8

Posted by Tami Groswald Ozery (Harvard Law School), on Saturday, February 29, 2020

Tags: Boards of Directors, Engagement, Institutional Investors, No-action letters, Rule 14a-8, SEC, SEC rulemaking, Securities regulation, Shareholder proposals, Shareholder voting

ESG Performance and the Credit Markets

Posted by Joshua A. Feltman and Emily D. Johnson, Wachtell, Lipton, Rosen & Katz, on Sunday, March 1, 2020

Tags: Credit risk, Disclosure, Environmental disclosure, ESG, Information environment, Risk management, Sustainability, Transparency

U.S. Chamber of Commerce Comment Letter on the Shareholder Political Transparency Act & Workforce Investment Disclosure Act

Posted by Neil Bradley, U.S. Chamber of Commerce, on Sunday, March 1, 2020

Tags: Disclosure, ESG, Human capital, Materiality, Political spending, SEC, Securities regulation, US House

Top 10 ESG Trends for the New Decade

Posted by Kosmas Papadopoulos and Rodolfo Araujo, FTI Consulting, on Monday, March 2, 2020

Tags: Climate change, Disclosure, Diversity, Engagement, Environmental disclosure, ESG, Executive Compensation, Institutional Investors, Shareholder activism, Stewardship

Investment Company Institute Comment Letter to SEC on Proposed Rules for Proxy Voting Advice and Shareholder Proposals

Posted by Paul Schott Stevens, Investment Company Institute, on Monday, March 2, 2020

Tags: Disclosure, Institutional Investors, Proxy advisors, Proxy voting, SEC, SEC rulemaking, Securities regulation, Shareholder voting

The Illusory Promise of Stakeholder Governance

Posted by Lucian Bebchuk and Roberto Tallarita (Harvard Law School), on Monday, March 2, 2020

Tags: Accountability, Business Roundtable, Corporate Social Responsibility, Entrenchment, ESG, Program on Corporate Governance, Shareholder primacy, Stakeholders

CII Comment Letter on Proposed Amendments to Rule 14a-8

Posted by Ken Bertsch and Jeff Mahoney, Council of Institutional Investors, on Tuesday, March 3, 2020

Tags: Boards of Directors, Institutional Investors, Proxy advisors, Proxy voting, SEC, SEC rulemaking, Securities regulation, Shareholder proposals, Shareholder voting

CII Comment Letter on Proposed Proxy Rules for Proxy Voting Advice

Posted by Ken Bertsch and Jeff Mahoney, Council of Institutional Investors, on Tuesday, March 3, 2020

Tags: Conflicts of interest, Disclosure, Institutional Investors, Proxy advisors, SEC, SEC rulemaking, Securities regulation, Shareholder voting

ESG Disclosures—Considerations for Companies

Posted by David M. Silk, Sabastian V. Niles, and Carmen X. W. Lu, Wachtell, Lipton, Rosen & Katz, on Tuesday, March 3, 2020

Tags: Climate change, Disclosure, Environmental disclosure, ESG, Institutional Investors, International governance, Long-Term value, Materiality, Risk, Risk disclosure, Securities regulation, Sustainability

The Federal Reserve’s New “Control” Framework—Greater Opportunities for Minority Investments

Posted by Matthew L. Biben, Arthur S. Long, and James O. Springer, Gibson, Dunn & Crutcher LLP, on Wednesday, March 4, 2020

Tags: Bank Holding Company Act, Banks, Controlling shareholders, Federal Reserve, Financial regulation, Management, Proxy fights, Shareholder voting

“Operation Codebreaker” and the Culture of Compliance

Posted by Michael W. Peregrine, McDermott Will & Emery LLP, on Wednesday, March 4, 2020

Tags: Board oversight, Compliance & ethics, Corporate culture, Fiduciary duties, Misconduct, Oversight

Professor Bebchuk’s Errant Attack on Stakeholder Governance

Posted by Martin Lipton, Wachtell, Lipton, Rosen & Katz, on Wednesday, March 4, 2020

Tags: Boards of Directors, ESG, Hedge funds, Institutional Investors, Management, Securities regulation, Shareholder activism, Shareholder primacy, Shareholder voting, Stakeholders

Proxy Voting Guidance Update

Posted by David A. Bell and Ran Ben-Tzur, Fenwick & West LLP, on Thursday, March 5, 2020

Tags: ISS, Proxy advisors, SEC, SEC rulemaking, Securities regulation, Shareholder voting

Another Link in the Chain: Uncovering the Role of Proxy Advisors in Investor ESG Voting

Posted by Lily Tomson, ShareAction, on Thursday, March 5, 2020

Tags: Asset management, ESG, Glass Lewis, Institutional Investors, ISS, Lobbying, Proxy advisors, Proxy voting, Shareholder voting

Joint Statement on the Importance of Long-term, Sustainable Growth

Posted by Hiromichi Mizuno (Government Pension Investment Fund), Christopher J. Ailman (California State Teachers’ Retirement System), and Simon Pilcher (USS Investment Management Ltd), on Thursday, March 5, 2020

Tags: Asset management, Capital markets, Environmental disclosure, ESG, Institutional Investors, Long-Term value, Shareholder value, Stakeholders, Stewardship, Sustainability

Weekly Roundup: February 28–March 5, 2020