Weekly Roundup: January 7

This roundup contains a collection of the posts published on the Forum during the week of January 7–13, 2022.

Insider Giving

Posted by Nejat Seyhun (University of Michigan), on Friday, January 7, 2022

Tags: Charitable spending, Information asymmetries, Inside information, Insider trading, Misconduct, SEC enforcement, Securities enforcement, Securities fraud, Securities regulation

Vanguard’s Expectations for Companies with Significant Coal Exposure

Posted by John Galloway, Vanguard, on Friday, January 7, 2022

Tags: Boards of Directors, Climate change, Environmental disclosure, ESG, Index funds, Institutional Investors, Risk management, Say on climate, Stewardship, Sustainability

New Rules for Mandatory Trading Suspension of US-Listed Chinese Companies

Posted by Michael Levitt, Sarah Solum, and Jeremy Barr, Freshfields Bruckhaus Deringer LLP, on Saturday, January 8, 2022

Tags: Accounting standards, Audits, China, Disclosure, Holding Foreign Companies Accountable Act, International governance, Listing standards, PCAOB, SEC, Securities regulation

Four ESG Myths About Emerging-Market Corporates

Posted by Christian DiClementi and Patrick O’Connell, AllianceBernstein, on Saturday, January 8, 2022

Tags: Boards of Directors, Climate change, Disclosure, Emerging markets, ESG, Institutional Investors, International governance, Sustainability

Compensation Season 2022

Posted by Adam J. Shapiro, David E. Kahan, and Michael J. Schobel, Wachtell, Lipton, Rosen & Katz, on Sunday, January 9, 2022

Tags: Compensation disclosure, Dodd-Frank Act, ESG, Executive Compensation, Hart-Scott-Rodino Act, Institutional Investors, Proxy advisors, SEC, SEC rulemaking, Securities regulation

Towards a Global ESG Disclosure Framework

Posted by Martha Carter, Morgan McGovern, and Matt Filosa, Teneo, on Sunday, January 9, 2022

Tags: Accounting, Accounting standards, Climate change, Environmental disclosure, ESG, International governance, SASB, Sustainability

Preparing An Annual Report on Form 20-F: Guide for 2022

Posted by Nicolas Grabar, Jorge U. Juantorena, and Julian Cardona, Cleary Gottlieb Steen & Hamilton LLP, on Monday, January 10, 2022

Tags: Accounting, Accounting standards, China, Disclosure, ESG, Foreign issuers, Form 20-F, Holding Foreign Companies Accountable Act, International governance, SEC, Securities regulation

Comment Letter on DOL ESG Proposed Rulemaking

Posted by Robert H. Sitkoff (Harvard Law School) and Max M. Schanzenbach (Northwestern), on Monday, January 10, 2022

Tags: DOL, ERISA, ESG, Fiduciary rule, Institutional Investors, Investment advisers, Pension funds, Retirement plans, Securities regulation

ISS 2022 U.S. Policy Updates

Posted by Rajeev Kumar, Georgeson, on Monday, January 10, 2022

Tags: Board composition, Climate change, Diversity, ESG, Executive Compensation, Institutional Investors, Proxy advisors, Say on climate, Shareholder voting, Sustainability

Japan’s Coming Wave of Reform

Posted by Kei Okamura, Neuberger Berman LLC, on Tuesday, January 11, 2022

Tags: Accounting standards, Climate change, Diversity, ESG, Institutional Investors, International governance, Japan, Listing standards, SASB, Stewardship

ISS Proxy Voting Guidelines 2022: Compensation and Diversity Updates

Posted by Shaun Bisman and Jared Sorhaindo, Compensation Advisory Partners, on Tuesday, January 11, 2022

Tags: Accountability, Board composition, Boards of Directors, Climate change, ESG, Institutional Investors, Institutional Shareholder Services Inc., Proxy advisors, Say on climate, Shareholder voting

Corporate Political Spending is Bad Business: How to Minimize the Risks and Focus on What Counts

Posted by Leo E. Strine, Jr. (University of Pennsylvania) and Dorothy S. Lund (University of Southern California), on Tuesday, January 11, 2022

Tags: Citizens United v. FEC, Disclosure, ESG, Institutional Investors, Lobbying, Political spending, Reputation, Risk management

Board Practices Quarterly: Diversity, Equity, Inclusion: One Year Later

Posted by Natalie Cooper and Robert Lamm (Deloitte LLP), and Randi Val Morrison (Society for Corporate Governance), on Wednesday, January 12, 2022

Tags: Board composition, Board dynamics, Boards of Directors, Diversity, ESG, Incentives, Surveys

An Essay on the Fed and the U.S. Treasury: Lender of Last Resort and Fiscal Policy

Posted by Hal Scott (Harvard Law School), on Wednesday, January 12, 2022

Tags: Banks, Federal Reserve, Financial crisis, Financial institutions, Financial regulation, Moral hazard, Risk, Systemic risk, Treasury Department

CEO Leadership Redefined

Posted by Christine DiBartolo, Brent McGoldrick, and Elly DiLeonardi, FTI Consulting, on Wednesday, January 12, 2022

Tags: Compliance & ethics, Diversity, ESG, Human capital, Long-Term value, Management, Managerial style, Stakeholders, Sustainability

SEC Releases New Proposed Rules for Rule 10b5-1 Plans

Posted by John Ellerman and Mike Kesner, Pay Governance LLC, on Thursday, January 13, 2022

Tags: Compensation disclosure, Equity-based compensation, Executive Compensation, Insider trading, Rule 10b-5-1, SEC, SEC enforcement, SEC rulemaking, Securities enforcement, Stock options

Corporate Purpose and Stakeholder Fairness Through the Lens of Behavioral Economics: Legal Implications

Posted by Eli Bukspan (IDC Herzliya), on Thursday, January 13, 2022

Tags: Business Roundtable, Corporate purpose, Corporate Social Responsibility, ESG, Institutional Investors, Shareholder primacy, Stakeholders

Financing Year in Review: A Robust Recovery

Posted by Eric M. Rosof, Gregory E. Pessin, and Emily D. Johnson, Wachtell, Lipton, Rosen & Katz, on Thursday, January 13, 2022

Tags: Banks, Covenants, Cryptocurrency, Debt, Debt contracts, Financial institutions, Financial regulation, Leveraged acquisitions, LIBOR

Weekly Roundup: January 7–13, 2022