Weekly Roundup: October 7-13, 2022

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

DEI Initiatives under Attack by Activists

Posted by Michael Delikat, J. T. Ho and Hong Tran, Orrick, Herrington & Sutcliffe LLP, on Friday, October 7, 2022

Tags: advocacy, Corporate Social Responsibility, dei, Diversity, Equity offerings, inclusion

DOJ Revamps Corporate Criminal Enforcement Policies with Continued Emphasis on Compliance

Posted by Justin P. Murphy, Sarah E. Walters, and Edward B. Diskant, McDermott Will & Emery LLP, on Friday, October 7, 2022

Tags: Compensation guidelines, compliance, Corporate crime, Credit exposure, Disclosure, DOJ, Public enforcement

2023 US Proxy and Annual Reporting Season

Posted by Laura D. Richman, Jennifer J. Carlson, and David A. Schuette, Mayer Brown LLP, on Saturday, October 8, 2022

Tags: Climate change, Compensation disclosure, compliance, Cybersecurity, Human capital, Proxy season, SEC, Shareholder activism, Shareholder rights

What It Means for a Board To Exercise Oversight

Posted by Stephen F. Arcano, Jenness E. Parker, and Matthew P. Majarian, Skadden, Arps, Slate, Meagher & Flom LLP, on Sunday, October 9, 2022

Tags: Board monitoring, Board of Directors, Board oversight, compliance, Integrated reporting, Misconduct, Oversight

SEC charges executives with insider trading—10b5-1 plan provided no defense

Posted by Cydney S. Posner, Cooley LLP, on Monday, October 10, 2022

Tags: Exchange Act, Financial regulation, Insider trading, Rule 10b-5-1, SEC, SEC enforcement

A Critical Analysis of the DOJ’s New Policy on Corporate Criminal Enforcement

Posted by J.W. Verret (George Mason University) , on Monday, October 10, 2022

Tags: Clawbacks, Corporate liability, DOJ, Private enforcement, Securities litigation, Settlements

Navigating the ESG landscape: Comparison of the “Big Three” Disclosure Proposals

Posted by Heather Horn, Valerie Wieman, and Andreas Ohl, PricewaterhouseCoopers LLP, on Monday, October 10, 2022

Tags: Corporate governance, Disclosure, ESG, regulation, SEC, Sustainability

Voluntary ESG “Materiality” Assessments — Legal Considerations and Dos and Don’ts

Posted by Paul A. Davies, Sarah E. Fortt, and Betty M. Huber, Latham & Watkins LLP, on Tuesday, October 11, 2022

Tags: Disclosure, ESG, Liability standards, Materiality, Risk assessment, Stakeholders

Green Energy Depends on Critical Minerals. Who Controls the Supply Chains?

Posted by Adnan Mazarei (Peterson Institute for International Economics) and Luc Leruth (Tbilisi University), on Tuesday, October 11, 2022

Tags: Climate change, ESG, Green energy, minerals, Reliance, Supply chain, technology

Private Company Board Compensation and Governance

Posted by Susan Schroeder, Bertha Masuda, and Bonnie Schindler, Compensation Advisory Partners, on Tuesday, October 11, 2022

Tags: Board of Directors, Diversity, employee retention, Equity-based compensation, Executive Compensation, Incentives

Despite Slowdown in SPAC Activity, Opportunities Remain

Posted by Christopher M. Barlow, C. Michael Chitwood, and Gregg A. Noel, Skadden, Arps, Slate, Meagher & Flom LLP, on Wednesday, October 12, 2022

Tags: Merger litigation, Mergers & acquisitions, regulation, SEC, SEC enforcement, SPACs

Corporate Tax Breaks and Executive Compensation

Posted by Eric Ohrn (Grinnell College) , on Wednesday, October 12, 2022

Tags: Board of Directors, Executive Compensation, Executive performance, Financial regulation, Firm performance, Tax avoidance

Private equity considerations from the SEC’s climate proposal

Posted by Tania Carnegie, Elizabeth Ming, and Jeffrey M. Rojek, KPMG LLP, on Wednesday, October 12, 2022

Tags: Climate change, compliance, Disclosure, ESG, Risk assessment, SEC, Shareholder power, Stakeholders

Second Circuit (re)opens the door to offshore M&A litigation being filed in the U.S.

Posted by Jonathan K. Chang, Lawrence Portnoy, and Brian S. Weinstein, Davis Polk & Wardwell LLP, on Thursday, October 13, 2022

Tags: China, Foreign firms, IPOs, Merger litigation, Shareholder rights, U.S. federal courts, U.S. foreign policy

Going Beyond Climate: A Closer Look at Environmental Proposals

Posted by J. T. Ho, Orrick, Herrington & Sutcliffe LLP, on Thursday, October 13, 2022

Tags: Disclosure, ESG, SEC, shareholder advocacy, Supply chain, Transparency

What’s ESG Got to Do With It?

Posted by Martha Carter, Matt Filosa, and Rhea Brennan, Teneo , on Thursday, October 13, 2022

Tags: Corporate Social Responsibility, dei, Disclosure, ESG, stakejo, Sustainability