Weekly Roundup: February 18-24, 2022

This roundup contains a collection of the posts published on the Forum during the week of February 18-24, 2022.

SEC Re-Opens Comment Period for Pay vs. Performance Proposed Rules

Posted by Daniel Laddin and Louisa Heywood, Compensation Advisory Partners, on Friday, February 18, 2022

Tags: Compensation disclosure, Dodd-Frank s.953, Executive Compensation, Incentives, Pay for performance, SEC, SEC rulemaking, Securities regulation

Converting to a Delaware Public Benefit Corporation: Lessons from Experience

Posted by Amy L. Simmerman, Ryan J. Greecher, and Brian Currie, Wilson Sonsini Goodrich & Rosati, on Friday, February 18, 2022

Tags: Accounting, Boards of Directors, Corporate forms, Corporate purpose, Delaware law, ESG, Incorporations, Public benefit corporations

SEC Enforcement: Year in Review

Posted by Harris Fischman, Paul, Weiss, Rifkind, Wharton & Garrison LLP, on Saturday, February 19, 2022

Tags: Cryptocurrency, Cybersecurity, ESG, Financial technology, Insider trading, Investor protection, Misconduct, SEC, SEC enforcement, Securities enforcement, Securities regulation, SPACs

2021 Trends in Shareholder Activism

Posted by Melissa Sawyer, Marc Treviño, and Lauren Boehmke, Sullivan & Cromwell LLP, on Saturday, February 19, 2022

Tags: Boards of Directors, Climate change, Engine No. 1, ESG, Mergers & acquisitions, Proxy contests, Shareholder activism, Shareholder voting, SPACs, Sustainability

Annual Global CEO Survey

Posted by Bob Moritz, PricewaterhouseCoopers LLP, on Sunday, February 20, 2022

Tags: Boards of Directors, Climate change, Cybersecurity, Environmental disclosure, ESG, Management, Stakeholders, Surveys, Sustainability

Diversity Disclosure Ratings

Posted by Eric Shostal and Brianna Castro, Glass, Lewis & Co., on Sunday, February 20, 2022

Tags: Boards of Directors, Disclosure, Diversity, ESG, Glass Lewis, Human capital, Institutional Investors, Proxy advisors

Audit Committee Practices Report

Posted by Krista Parsons (Deloitte) and Vanessa Teitelbaum (Center for Audit Quality), on Monday, February 21, 2022

Tags: Accounting, Audit committee, Audits, Boards of Directors, Cybersecurity, Disclosure, ESG, External auditors, Internal auditors

The Supreme Court and the Pro-Business Paradox

Posted by Elizabeth Pollman (University of Pennsylvania), on Monday, February 21, 2022

Tags: Corporate liability, ESG, Human rights, Liability standards, Securities litigation, Securities regulation, Stakeholders, Supreme Court

2022 Global and Regional Trends in Corporate Governance

Posted by Richard Fields, Rusty O’Kelley III, and Laura Sanderson, Russell Reynolds Associates, on Monday, February 21, 2022

Tags: Australia, Board composition, Board performance, Boards of Directors, Brazil, Climate change, Diversity, Engagement, ESG, EU, Europe, Human capital, International governance, Japan, Malaysia, Singapore, Sustainability, UK

SEC’s Proposed Buyback Disclosure Rules: Actions Companies Should Consider Taking

Posted by J.T. Ho, Carolyn Frantz, and Soo Hwang, Orrick, Herrington & Sutcliffe LLP, on Tuesday, February 22, 2022

Tags: Disclosure, Executive Compensation, Repurchases, Rule 10b-5-1, SEC, Securities enforcement, Securities regulation, Shareholder value

Guidance for Engaging on Climate Risk Governance and Voting on Directors

Posted by Rob Berridge, Ceres, on Tuesday, February 22, 2022

Tags: Boards of Directors, Climate change, Engagement, ESG, Institutional Investors, Proxy voting, Shareholder voting, Sustainability

Stakeholder Capitalism in the Time of Covid

Posted by Lucian Bebchuk (Harvard Law School), Kobi Kastiel (Tel Aviv University), and Roberto Tallarita (Harvard Law School), on Tuesday, February 22, 2022

Tags: Corporate purpose, COVID-19, ESG, Incentives, Mergers & acquisitions, Private equity, Stakeholders, Sustainability

SEC Revisits Pay-for-Performance Proposal

Posted by John R. Ellerman, Mike Kesner, and Ira T. Kay, Pay Governance LLC, on Wednesday, February 23, 2022

Tags: Executive Compensation, Firm performance, Incentives, Pay for performance, Performance measures, SEC, SEC rulemaking, Securities regulation, Shareholder value

Monetization is the Key to Measuring Corporate Environmental Performance

Posted by Nicholas Z. Muller (Carnegie Mellon University), on Wednesday, February 23, 2022

Tags: Accounting, Climate change, Earnings disclosure, Environmental disclosure, ESG, Performance measures, Sustainability

SEC Survives Initial Challenge in First Enforcement Action Alleging “Shadow Trading”

Posted by Caitlyn Campbell and Paul Helms, McDermott, Will & Emery LLP, on Wednesday, February 23, 2022

Tags: Inside information, Insider trading, Rule 10b-5-1, SEC, SEC enforcement, Securities enforcement, Securities regulation, U.S. federal courts

Overseeing Cyber Risk

Posted by Sean Joyce and Catie Hall, PricewaterhouseCoopers LLP, on Thursday, February 24, 2022

Tags: Cybersecurity, Ransomware, Risk, Risk disclosure, Risk management

Amendments to the DGCL Permit Captive D&O Insurance

Posted by John Mark Zeberkiewicz, Richards, Layton & Finger, P.A., on Thursday, February 24, 2022

Tags: Boards of Directors, D&O insurance, Delaware law, DGCL, Director liability, Related parties

No More Blue or Gold Cards

Posted by Michael R. Levin, The Activist Investor, on Thursday, February 24, 2022

Tags: Boards of Directors, Institutional Investors, Proxy voting, SEC, Securities regulation, Shareholder voting, Universal proxy ballots