Weekly Roundup: March 29-April 4, 2024

This roundup contains a collection of the posts published on the Forum during the week of March 29-April 4, 2024

Legal Risk and Insider Trading

Posted by Marcin Kacperczyk (Imperial College London) and Emiliano S. Pagnotta (Singapore Management University), on Friday, March 29, 2024

Tags: Insider trading, legal risk, Newman Ruling, stock market, Trading strategies

SEC Adopts New Rules for Climate-Related Disclosures

Posted by Brian Breheny, Marc Gerber, and Raquel Fox, Skadden, Arps, Slate, Meagher & Flom LLP, on Saturday, March 30, 2024

Tags: Climate change, Climate Disclosure, climate risk, GHG, Public Companies, SEC

Questioning technology governance orthodoxy

Posted by Mike Bechtel, Carey Oven, and Bill Briggs, Deloitte Touche Tohmatsu Limited, on Sunday, March 31, 2024

Tags: AI, Artificial intelligence, Board governance, Board oversight, strategy, technology

Key Implications of SEC’s Climate-Related Disclosure Rules

Posted by Catherine M. Clarkin, C. Michelle Chen, and June M. Hu, Sullivan & Cromwell LLP, on Monday, April 1, 2024

Tags: Climate change, Climate Disclosure, disclosure requirements, Financial disclosures, GHG, SEC

Prestige, Promotion, and Pay

Posted by Daniel Ferreria (London School of Economics) and Radoslawa Nikolowa (Queen Mary University of London), on Monday, April 1, 2024

Tags: CEO Pay, Executive Compensation, Pay for performance, prestige

BlackRock has expanded Proxy Voting Choice to millions of U.S. retail shareholder accounts

Posted by Joud Abdel Majeid and Rachel Aguirre, BlackRock Inc., on Monday, April 1, 2024

Tags: Investment Stewardship, Proxy voting, Shareholder meetings, Shareholder voting, voting choice

Corporate Transparency Act Ruled Unconstitutional, but Scope of Judgment Is Limited

Posted by Satish Kini, Aseel Rabie and Jonathan Steinberg, Debevoise & Plimpton LLP, on Tuesday, April 2, 2024

Tags: CTA, FinCEN, NSBA, U.S. District Court

Corporate Technocracy ESG Governance Beyond Shareholder Democracy or Managerialism

Posted by Aisha Saad, Georgetown University, on Tuesday, April 2, 2024

Tags: anti-ESG, Climate change, ESG, Managerialism, SEC, shareholder democracy, Stakeholderism

The SEC Climate Disclosure Rule: Separating Signal from Noise

Posted by Miriam Wrobel, FTI Consulting, on Tuesday, April 2, 2024

Tags: CRA, ESG, Regulation S-X, SEC, Shareholders

DOJ Announces New Whistleblower Program and Enforcement Initiatives

Posted by Louis Gabel, Karen Hewitt and James Loonam, Jones Day, on Wednesday, April 3, 2024

Tags: AI, Deputy Attorney General (DAG), SEC, U.S. Department of Justice (DOJ)

How Did Corporations Get Stuck in Politics and Can They Escape?

Posted by Jill E. Fisch (University of Pennsylvania) and Jeff Schwartz (University of Utah), on Wednesday, April 3, 2024

Tags: corporate statements, Political spending, Politics, Shareholders, social issues, Stakeholders

Women in the boardroom

Posted by Kevin Tracey, Karen Edelman, and Karen Bowman, Deloitte Touche Tohmatsu Limited, on Wednesday, April 3, 2024

Tags: board diversity, Boardroom, dei, Gender Diversity, women

Proposed Amendments to the DGCL Address Recent Caselaw on Stockholder and Merger Agreements

Posted by Eric Klinger-Wilensky, Melissa DiVincenzo and Patricia Vella, Morris, Nichols, Arsht & Tunnell LLP, on Thursday, April 4, 2024

Tags: activision, amendments, crispo, delaware, Delaware General Corporation Law, DGCL, merger agreements, moelis, stockholder agreements

Minutes Are Worth the Minutes: Good Documentation Practices Improve Board Deliberations and Reduce Regulatory and Litigation Risk

Posted by Leo E. Strine, Jr. (University of Pennsylvania), on Thursday, April 4, 2024

Tags: corporate minuting, corporate records, Delaware Court of Chancery, Delaware Supreme Court, documentation

Diversifying demographics of assets under management

Posted by Victoria Tellez and Jessica Pollock, FCLTGlobal, on Thursday, April 4, 2024

Tags: Diversity, ESG, investors, Management