Weekly Roundup: December 9-15, 2022

Weekly Roundup
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This roundup contains a collection of the posts published on the Forum during the week of December 9-15 2022

Remarks by Commissioner Peirce at the American Enterprise Institute

Posted by Hester M. Peirce, U.S. Securities and Exchange Commission, on Friday, December 9, 2022

Tags: Form 10-K, Form S-1, GHG Disclosure, Regulation S-X, SEC, SEC enforcement

PBCs and the Pursuit of Corporate Good

Posted by Lara Aryani, Jess Gorski, Shearman & Sterling LLP, on Friday, December 9, 2022

Tags: Corporate purpose, Corporate Social Responsibility, DGCL, eBay v. Newmark, stockholders, Unocal v. Mesa

SEC Finalizes Proxy Vote Reporting Changes: New Form N-PX

Posted by Nichol Garzon-Mitchell, Glass, Lewis & Co, on Friday, December 9, 2022

Tags: Form 13F, Form N-PX, Proxy voting, Say on pay, SEC, SEC enforcement

Silicon Valley and S&P 100: A Comparison of 2022 Proxy Season Results

Posted by David A. Bell Ron C. Llewellyn, Fenwick & West LLP, on Saturday, December 10, 2022

Tags: Board of Directors, Proxy season, Proxy voting, Say on pay, Shareholder proposals, Shareholder voting

EU Corporate Sustainability Reporting Directive – disclosure obligations for EU and non-EU companies

Posted by Musonda Kapotwe, Peter Pears, Marcel Hörauf, Mayer Brown LLP, on Sunday, December 11, 2022

Tags: CSRD, ESG, Esg governance, EU, Sustainability, The European Financial Reporting Advisory Group

Abandoned and Split But Never Reversed: Borak and Federal Court Derivative Litigation

Posted by Mohsen Manesh (University of Oregon), Joseph Grundfest (Stanford University), on Monday, December 12, 2022

Tags: Delaware law, Exchange Act, J.I. Case Company v. Borak, Lee v. Fisher, Rule 14a-9, section 14(a)

Preparing your 2022 Form 20-F

Posted by Connie Milonakis, Michael Kaplan, Michael Willisch, Davis Polk & Wardwell LLP, on Monday, December 12, 2022

Tags: climate disclosures, COVID-19, Cybersecurity, Form 20-F, Russia, SEC, SEC enforcement, Ukraine

How Companies Are — and Aren’t — Leading on Climate Policy

Posted by Yamika Ketu, Todd Miller, Ceres, on Monday, December 12, 2022

Tags: Climate change, ESG, Esg governance, S&P 100, SEC, Sustainability

Annual Meeting and Corporate Governance Trends in 2023

Posted by Brian Breheny, Raquel Fox, Joseph Yaffe, Skadden, Arps, Slate, Meagher & Flom LLP, on Tuesday, December 13, 2022

Tags: Climate change, Corporate governance, Cybersecurity, Glass Lewis, ISS, SEC enforcement

Risk oversight and the board: navigating the evolving terrain

Posted by Maria Castañón Moats, Paul DeNicola, Stephen G. Parker, PricewaterhouseCoopers LLP, on Tuesday, December 13, 2022

Tags: board diversity, Board of Directors, ERM, Risk, Risk assessment, Risk management

Big Three Power, and Why it Matters

Posted by Lucian A. Bebchuk (Harvard Law School), and Scott Hirst (Boston University), on Tuesday, December 13, 2022

Tags: ETFs, Index funds, Institutional Investors, Passive Investing, Shareholder activism, Stewardship

Determining Whether Your Corporate Compliance Program is “Good Enough”

Posted by Rich Kando, Sean Dowd, Robert Coffey, AlixPartners, on Wednesday, December 14, 2022

Tags: Compliance Program, Corporate governance, DOJ Compliance Guidance, Monaco Memo, Risk assessment, U.S. Department of Justice

Roadmap for Inclusive Green Finance Implementation – Building Blocks to Implement IGF Initiatives and Policies

Posted by Dirk Zetzsche (University of Luxembourg) Ross Buckley (UNSW Sydney), Douglas Arner (Hong Kong University), on Wednesday, December 14, 2022

Tags: Climate change, COP27, ESG, Green Finance, IGF, Sustainability

Executive Compensation Considerations in the 2023 Reporting Season

Posted by Brian Breheny, Raquel Fox, Joseph Yaffe, Skadden, Arps, Slate, Meagher & Flom LLP, on Wednesday, December 14, 2022

Tags: Clawbacks, Executive Compensation, Glass Lewis, ISS, Proxy season, Say on pay, SEC enforcement

Statement by Commissioner Uyeda on Final Amendments to Rule 10b5-1 and Other Insider Trading Requirements

Posted by Mark T. Uyeda, U.S. Securities and Exchange Commission, on Thursday, December 15, 2022

Tags: 10b5-1, Corporate governance, Insider trading, SEC, SEC enforcement, Securities Exchange Act of 1934

Statement by Commissioner Peirce on Final Amendments to Rule 10b5-1 and Other Insider Trading Requirements

Posted by Hester M. Peirce, U.S. Securities and Exchange Commission, on Thursday, December 15, 2022

Tags: 10b5-1, Corporate governance, EDGAR, MNPI, SEC, SEC enforcement

Statement by Chair Gensler on Final Amendments to Rule 10b5-1 and Other Insider Trading Requirements

Posted by Gary Gensler, U.S. Securities and Exchange Commission, on Thursday, December 15, 2022

Tags: corporate disclosure, Insider trading, Institutional Investors, Rule 10b-5-1, SEC, SEC enforcement