Yearly Archives: 2024

U.S. Shareholder Proposals: A Decade in Motion

Subodh Mishra is Global Head of Communications at ISS STOXX. This post is based on an ISS-Corporate memorandum by Kosmas Papadopoulos, Executive Director, Head of Sustainability Advisory – Americas; Jun Frank, Managing Director, Global Head of Compensation & Governance Advisory; and Pinak Parikh, Associate, Compensation & Governance Advisory at ISS-Corporate.

Shareholder proposals, often seen as a bellwether of investor sentiment and preferences, have gone through a significant shift over the past decade. The number of proposals on environmental and social topics exploded, surpassing the governance and compensation topics that had dominated the discourse in mid-2010s. In recent years, discussions related to environmental, social, and corporate governance (“ESG”) risks have become highly politicized, including attempts to politicize the shareholder proposal process. However, investors show little to no interest in proposals that advocate a political viewpoint without demonstrable economic relevance. ISS-Corporate reviewed the data of shareholder proposals submitted at U.S. companies from July 2014 to June 2024 [1] and examined how shareholder proposals as well as corporate behavior and disclosures on sustainability and corporate governance have changed over the decade.

READ MORE »

Section 13 and 16 Developments: Lessons Learned from Recent SEC Enforcement Actions

Maia Gez and Scott Levi are Partners, and Danielle Herrick is a Professional Support Counsel, at White & Case LLP. This post is based on a White & Case memorandum by Ms. Gez, Mr. Levi, Ms. Herrick, and Claudette Druehl.

Over the past year, the U.S. Securities and Exchange Commission (“SEC”) has intensified its focus on beneficial ownership reporting under Sections 13(d), 13(g) and 16(a) of the Securities Exchange Act of 1934 (“Exchange Act”), as well as seemingly starting to focus on enforcement of reporting obligations under Sections 13(f) and 13(h) of the Exchange Act. This alert provides an in-depth review of recent developments and lessons learned from recent SEC enforcement actions.

READ MORE »

Type and Magnitude of Non-Employee Director Compensation Increases

Tahmid Ali is a Consultant at FW Cook. This post is based on his  FW Cook memorandum.

An analysis of multi-year trends in non-employee director compensation revealed that approximately 35% – 40% of companies made program adjustments in any given year. Most elected to increase the equity component only or coupled increases in the cash component with a corresponding increase in equity. The analysis further revealed the following takeaways that indicate that the director compensation market has become increasingly uniform over the last decade:

  • The overall variability in director compensation adjustments has fallen significantly.
  • The magnitude of the “typical” annual adjustment (indicated by the median) has increased.
  • The fraction of companies making larger adjustments (e.g., between $15K and $30K) has correspondingly increased, while the prevalence of outliers (companies making very small or very large adjustments) has fallen.
  • The above observations were consistent across all three size segments reviewed (i.e., small, mid-, and large-cap).

READ MORE »

How Investment Stewardship Of Digital, Cybersecurity and Systemic Risk Governance Drives Alpha

Bob Zukis is the Founder and CEO and Fay Feeney is an Advisory Board Member at Digital Directors Network.

The role of corporate governance has never been a more vital control in securely delivering on the potential of the digital future. As the economic outputs and risks from digital business systems increase and expand, boardroom effectiveness is vital to how companies use and protect the digital business systems delivering their future.

As fiduciaries, asset managers such as Blackrock, Vanguard, State Street and others deploy investment stewardship programs that share the common objective of promoting and strengthening boardroom effectiveness to safe-guard assets and enable investment returns for the companies they invest in on behalf of their clients. Those programs are an underleveraged source of value creation and protection in the digital economy.

Vanguard states their stewardship responsibilities as “…a clear mandate to safeguard and promote long-term investment returns at the companies in which our funds invest.”

State Street puts it succinctly when they say “We believe our portfolio companies must have effective oversight and governance of opportunities and risks that are material to their businesses and that they should disclose how they are overseeing such risks and opportunities to investors.”

With the practice and profession of digital, cybersecurity and systemic risk governance starting to develop, evidence from the early adopters of leading policies and practices in digital governance demonstrates that boardroom effectiveness on these issues is creating superior returns for investors and reducing risk.

This article provides investment stewardship programs with a blueprint for understanding and promoting the drivers of boardroom effectiveness in digital, cybersecurity and systemic risk oversight.

READ MORE »

Remarks by Chair Gensler Before PLI’s 56th Annual Institute on Securities Regulation

Gary Gensler is Chair of the U.S. Securities and Exchange Commission. This post is based on his recent remark. The views expressed in this post are those of Chair Gensler, and do not necessarily reflect those of the Securities and Exchange Commission or its staff.

My thanks to the Practicing Law Institute and the 56th Annual Institute on Securities Regulation.

When I was with you two years ago, I quoted President Franklin Roosevelt when he signed the first of the foundational securities laws in 1933: “This law and its effective administration are steps in a program to restore some old-fashioned standards of rectitude.” [1]

This year, I am going to talk about that effective administration.

As is customary, I’d like to note that my views are my own as Chair of the Securities and Exchange Commission, and I am not speaking on behalf of my fellow Commissioners or the staff.

I believe our securities laws have significantly contributed to our nation’s great economic success these last 90 years.

The securities laws—benefiting investors and issuers alike—help create trust in our capital markets. These laws help lower costs. They help lower risks.

The results are evident in the size, scale, and depth of our capital markets. At more than $120 trillion today, they are part of our comparative advantage as a nation, undergirding the dollar’s dominance [2] and our role in the world. We are the capital markets of choice for issuers and investors around the globe. At more than 40 percent of the world’s capital markets, [3] we punch above our weight class of just 24 percent of the world economy. [4]

This didn’t just happen by chance.

READ MORE »

Weekly Roundup: November 8-14, 2024


More from:

This roundup contains a collection of the posts published on the Forum during the week of November 8-14, 2024

Shareholder Activism under Donald Trump


The State of Sustainability in 2024: DEI Will Survive


2025 SEC Division of Examinations Priorities


Board Composition: Building Your Dream Team


Recent Action Shows SEC Enforcement Still Focused on ESG



SEC Enforcement Reminds Companies to be Careful What They Disclose on Social Media


Carbon Returns across the Globe


2024 Top 250 Report


What Companies Need to Know About California’s AB 1305


The Impact of Say-on-Pay on S&P 500 CEO Pay


The Impact of Say-on-Pay on S&P 500 CEO Pay

Ira Kay is a Managing Partner, Blaine Martin is a Principal, and Max Jaffe is a Consultant at Pay Governance LLC. This post is based on their Pay Governance memorandum.

The 2010 Dodd-Frank legislation mandated Say on Pay (SOP) votes aimed at lowering CEO Pay that was deemed as too high and reducing excessive risk-taking due to executive incentives.

In this Viewpoint, we explore CEO pay trends in the post Dodd-Frank Era; key takeaways include:

  • ‍Our updated SOP research finds that CEO pay has continued to increase across the spectrum of S&P 500 CEOs post-Dodd-Frank.‍
  • CEO pay increases were reflective of a 64% increase in revenue and more than doubling of market cap for a constant sample of S&P 500 companies over the same period.‍
  • However, as previously observed, annualized increases in CEO pay at the 90th percentile (1.2% annualized increase) were lower than at other percentiles of the CEO pay distribution (3% to 6% annualized increases), generally driven by pressure on absolute CEO pay quantum by proxy advisors and some investors.
  • ‍S&P 500 CEO pay is significantly more performance-based than it was before SOP: today, 90% of CEO pay is delivered in annual or long-term incentives versus 84% before SOP.
  • The mix of long-term incentives has shifted significantly towards performance share units (PSUs): from 34% before SOP to 63% today.
  • Average shareholder support for S&P 500 SOP votes near 90% validate CEO pay increases and changes in pay practices since the implementation of SOP.

READ MORE »

What Companies Need to Know About California’s AB 1305

Leah Malone is a Partner, Emily Holland is a Counsel, and Chayla Sherrod is an Associate at Simpson Thacher & Bartlett LLP. This post is based on their Simpson Thacher memorandum.

California Governor Gavin Newsom signed the Voluntary Carbon Market Disclosures Act (AB 1305) into law on October 7, 2023, creating a novel disclosure requirement for entities that participate in the voluntary carbon offset market, or that make certain claims about their carbon dioxide or greenhouse gas (“GHG”) emissions. While California’s other brand-new climate reporting laws, SB 253 and SB 261 (discussed further here), have attracted a great deal of more attention (and involve more preparatory work), companies will need to determine if AB 1305 applies to them and prepare to make required disclosures by the end of the calendar year. [1]

No implementing regulations or official guidance [2] has been issued under AB 1305, and none is expected, although state legislators are expected to re-attempt “clean-up” legislation clarifying aspects of AB 1305 next year. If a company hasn’t assessed whether it needs to comply with AB 1305, it should immediately begin doing so. With near-term compliance deadlines in mind, we set out below the requirements of the statute, potential consequences of noncompliance, and best practices for covered entities.

READ MORE »

2024 Top 250 Report

Lauren Shatanof is a Consultant at FW Cook. This post is based on an FW Cook memorandum by Ms. Shatanof, James Lutz, and Voytek Sokolowski.

INTRODUCTION

This Top 250 Report details executive long-term incentive practices at the 250 largest companies by market capitalization, with special focus on trends over the last five years.

The past five years have shown that company performance and plan payouts can be influenced by a number of factors such as stock price volatility, regulatory updates, changing investor expectations, supply chain disruptions, geopolitical events, inflation, and evolving labor markets. In response, companies have continued to tweak the design of their long-term incentive plans to promote stability and retention

READ MORE »

Carbon Returns across the Globe

Shaojun Zhang is an Assistant Professor of finance at Ohio State University, Fisher School of Business. This post is based on her article forthcoming in The Journal of Finance.

The pricing of carbon transition risk is a key question as investors consider climate-aware investments. Accurate risk pricing can support climate change mitigation, potentially reducing the need for heavy-handed government intervention. In theory, brown firms are more exposed to the transition and policy risk and should earn higher expected returns in equilibrium. However, green firms can outperform in the transition to the net-zero economy when policy shocks kick in, consumer attention turns, and investor tastes shift. Alternatively, if investors do not materially pay attention to carbon footprint, we would not observe significant outperformance by either green or brown firms. Despite substantial interest, both academics and practitioners continue to debate the extent to which financial markets have priced in carbon transition risk.

In this paper, I revisit the carbon return—the return spread between brown and green firms. The measure of carbon transition risk is the carbon intensity or emissions per unit of sales, and emissions data are only available to investors with significant lags. After accounting for the data release lag, the carbon return is significantly negative in the U.S. It varies considerably across countries following climate preference shifts and variations in climate policy tightness. Overall, the evidence suggests that the transition to full carbon-aware pricing is still early and underway.

READ MORE »

Page 9 of 78
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 78