Weekly Roundup: December 16-22, 2022

Weekly Roundup
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This roundup contains a collection of the posts published on the Forum during the week of December 16-22, 2022.

Corporate Governance Evolves Amid Increasing Sustainability Awareness

Posted by Subodh Mishra, Institutional Shareholder Services, Inc., on Friday, December 16, 2022

Tags: Corporate governance, Executive Compensation, ISS, Proxy voting, Stewardship, Sustainability

Statement by Chair Gensler on PCAOB’s Determinations Regarding Public Accounting Firms in China

Posted by Gary Gensler, U.S. Securities and Exchange Commission, on Friday, December 16, 2022

Tags: China, CSRC, HFCAA, PCAOB, Sarbanes–Oxley Act, SEC enforcement

The Coming Wave of “Natural Capital” and Biodiversity Shareholder Activism and Stewardship Pressure on Boards

Posted by Sabastian V. Niles, Carmen X. W. Lu, Allison Rabkin Golden, Wachtell, Lipton, Rosen & Katz, on Saturday, December 17, 2022

Tags: Biodiversity, Board of Directors, Corporate governance, Shareholder activism, SSgA, Stewardship

Investment Management Regulatory Update

Posted by Gregory S. Rowland, Sarah E. Kim and Leon E. Salkin, Davis Polk & Wardwell LLP, on Sunday, December 18, 2022

Tags: Board of Directors, Dodd-Frank Act, Form N-CSR, Form N-PX, Say on pay, SEC enforcement

California Appeals Court reinstates injunctions against California Board diversity laws

Posted by Cydney S. Posner, Cooley LLP, on Monday, December 19, 2022

Tags: board diversity, California, Crest v. Padilla, Diversification, Diversity, SB 826

Dynamic Disclosure: An Exposé on the Mythical Divide Between Voluntary and Mandatory ESG Disclosure

Posted by Lisa M. Fairfax (University of Pennsylvania), on Monday, December 19, 2022

Tags: Climate change, Corporate governance, ESG, ESG disclosure, SEC, SEC enforcement

Dual Class Share Structures: Is the Sun Setting Too Slowly?

Posted by Subodh Mishra, Institutional Shareholder Services, Inc., on Monday, December 19, 2022

Tags: Dual-class stock, Institutional Investors, Ownership structure, Shareholder power, Shareholder voting, sunset provision

Exculpation of Personal Liability Expanded to Include Certain Corporate Officers

Posted by Richard J. Grossman, Allison L. Land and Marc S. Gerber, Skadden, Arps, Slate, Meagher & Flom LLP, on Tuesday, December 20, 2022

Tags: Delaware articles, Delaware General Corporation Law, Glass Lewis, ISS, Liability standards, Proxy advisors

What Do Outside CEOs Really Do? Evidence from Plant-Level Data

Posted by John Bai (Northeastern University), Anya Mkrtchyan (UMass Amherst), on Tuesday, December 20, 2022

Tags: Board of Directors, CEO turnovers, CEOs, Outside CEOs, SEC, TFP

The Activism Vulnerability Report – Q3 2022

Posted by Jason Frankl and Brian G. Kushner, FTI Consulting, on Tuesday, December 20, 2022

Tags: Activism, M&A, Real Estate, SEC, stock market, Vulnerability Score

Audit committee effectiveness: practical tips for the chair

Posted by Maria Castañón Moats, Stephen G. Parker, Tracey-Lee Brown, PricewaterhouseCoopers LLP, on Wednesday, December 21, 2022

Tags: Audits, Board of Directors, Esg governance, GAAP, S&P 500, SEC

(Claw) Back to the Future

Posted by Martha Carter, Sean Quinn, and Sydney Carlock, Teneo, on Wednesday, December 21, 2022

Tags: Clawbacks, Dodd-Frank Act, ESG, SEC, Shareholder activism, TSR

Good Corporate Citizenship We Can All Get Behind?: Toward A Principled, Non-Ideological Approach To Making Money The Right Way

Posted by Leo E. Strine, Jr. (University of Pennsylvania), on Wednesday, December 21, 2022

Tags: Accountability, CEOs, Corporate Citizenship, Corporate Social Responsibility, Shareholder voting, stockholders