Weekly Roundup: December 17

This roundup contains a collection of the posts published on the Forum during the week of December 17–23, 2021.

Boards Face Backlash as ESG Tips the Scales During 2021 Proxy Season

Posted by Rodolfo Araujo and Garrett Muzikowski, FTI Consulting, Inc., on Friday, December 17, 2021

Tags: Asset management, Board oversight, Boards of Directors, ESG, Institutional Investors, Risk management, Shareholder activism, Shareholder proposals, Shareholder voting

Statement by Commissioner Peirce on Rule 10b5-1 and Insider Trading

Posted by Hester M. Peirce, U.S. Securities and Exchange Commission, on Friday, December 17, 2021

Tags: Inside information, Insider trading, Misconduct, Rule 10b-5-1, SEC, SEC enforcement, SEC rulemaking, Securities enforcement, Securities regulation

Statement by Chair Gensler on Rule 10b5-1 and Insider Trading

Posted by Gary Gensler, U.S. Securities and Exchange Commission, on Friday, December 17, 2021

Tags: Inside information, Insider trading, Misconduct, Rule 10b-5-1, SEC, SEC enforcement, SEC rulemaking, Securities enforcement, Securities regulation

2021 CPA-Zicklin Index of Corporate Political Disclosure and Accountability

Posted by Bruce F. Freed, Dan Carroll, and Karl J. Sandstrom, Center for Political Accountability, on Saturday, December 18, 2021

Tags: Accountability, Disclosure, ESG, Lobbying, Political spending, Transparency

BlackRock Investment Stewardship Global Principles

Posted by John McKinley, BlackRock Investment Stewardship, on Saturday, December 18, 2021

Tags: BlackRock, Boards of Directors, Climate change, ESG, Index funds, Institutional Investors, Long-Term value, Stakeholders, Stewardship, Sustainability

The SEC Backs Off on Proxy Advisory Firms

Posted by Nicolas Grabar and Shuangjun Wang, Cleary Gottlieb Steen & Hamilton LLP, on Sunday, December 19, 2021

Tags: Glass Lewis, Institutional Investors, Institutional Shareholder Services Inc., Proxy advisors, Proxy voting, SEC, SEC rulemaking, Securities litigation, Securities regulation, Shareholder voting

ESG and 2021 Year-End Financial Reporting Season

Posted by Maria Castañón Moats and Stephen G. Parker, PricewaterhouseCoopers LLP, on Sunday, December 19, 2021

Tags: Boards of Directors, Climate change, Cybersecurity, Environmental disclosure, ESG, Financial reporting, Human capital, Risk disclosure, SEC, Securities regulation, Sustainability

Glass Lewis’ 2022 Policy Guidelines: Important Updates

Posted by Shaun Bisman and Han Wen Zhang, Compensation Advisory Partners, on Monday, December 20, 2021

Tags: Board composition, Boards of Directors, Diversity, ESG, Executive Compensation, Glass Lewis, Institutional Investors, Proxy advisors, Risk oversight, Shareholder voting

The Lasting, Positive Impact of Sarbanes-Oxley

Posted by Michael W. Peregrine, McDermott, Will & Emery LLP, on Monday, December 20, 2021

Tags: Accounting, Accounting standards, Audits, Boards of Directors, Corporate fraud, External auditors, Financial regulation, Internal auditors, PCAOB, Sarbanes–Oxley Act, Securities regulation

Corporate Implications from COP26

Posted by Lee Anne Hagel and Kilian Moote (Georgeson) and Harry Etra (HXE Partners LLC), on Monday, December 20, 2021

Tags: Climate change, Engagement, Environmental disclosure, ESG, Institutional Investors, International governance, Sustainability

SEC Issues SAB No. 120 Regarding “Spring-Loaded” Awards

Posted by Cydney Posner, Cooley LLP, on Tuesday, December 21, 2021

Tags: Executive Compensation, Incentives, Inside information, Pay for performance, SEC, Securities regulation, Stock options

Bardy Diagnostics v. Hill-Rom: New Lessons on Material Adverse Effect Clauses

Posted by Robert T. Miller (University of Iowa), on Tuesday, December 21, 2021

Tags: Adverse effects, Cash flows, Delaware articles, Delaware cases, Delaware law, Merger litigation, Mergers & acquisitions, Securities litigation

COP26 and the Role of Private Capital

Posted by Jennie Morawetz, Paul Barker, and James Dolphin, Kirkland & Ellis LLP, on Tuesday, December 21, 2021

Tags: Climate change, ESG, International governance, Risk, Risk disclosure, Sustainability

SEC’s Transition in Enforcement Priorities

Posted by Mary Jo White, Andrew Ceresney, and Jon Tuttle, Debevoise & Plimpton LLP, on Wednesday, December 22, 2021

Tags: Audits, Blockchain, Cryptocurrency, Financial technology, Investment advisers, SEC, SEC enforcement, Securities enforcement, Securities regulation, SPACs, Whistleblowers

High-End Bargaining Problems

Posted by William Clayton (Brigham Young University), on Wednesday, December 22, 2021

Tags: Bargaining power, Contracts, Private equity, SEC, Securities regulation, Surveys

SEC Risk Factor Disclosure Rules

Posted by Dean Kingsley and Matt Solomon, Deloitte & Touche LLP, and Kristen Jaconi, University of Southern California, on Wednesday, December 22, 2021

Tags: Climate change, Disclosure, ESG, Human capital, Risk, Risk disclosure, Risk management, SEC, Securities regulation

SEC Resets the Shareholder Proposal Process

Posted by Sanford Lewis, Shareholder Rights Group, on Thursday, December 23, 2021

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

Robinhood’s Threat to Sue SEC Over Broker Dealer Regulation Unlikely to Succeed

Posted by J.W. Verret (George Mason University), on Thursday, December 23, 2021

Tags: Broker-dealers, Conflicts of interest, Investor protection, Retail investors, Robinhood, SEC, SEC rulemaking, Securities enforcement, Securities regulation

Taking Board Governance from Good to Great

Posted by Tim Ryan and Maria Castañón Moats, PricewaterhouseCoopers LLP, on Thursday, December 23, 2021

Tags: Board composition, Board performance, Boards of Directors, Corporate culture, Diversity, Engagement, ESG, Institutional Investors, Management

Weekly Roundup: December 17–23, 2021