Author Archives: Tarik Samman

EU Adopts Long-Awaited Mandatory ESG Reporting Standards

In January 2023, the European Union adopted the Corporate Sustainability Reporting Directive (CSRD), which requires EU and non-EU companies with activities in the EU to file annual sustainability reports alongside their financial statements. These reports must be prepared in accordance with European Sustainability Reporting Standards (ESRS). On July 31, 2023, the European Commission adopted the first […]

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2023 S&P 500 New Director and Diversity Snapshot

Looking ahead: How are boards future-preparing themselves? Today’s boards face an increasingly complex business environment, an intensifying regulatory environment and growing activism by investors and other stakeholders. In response, they are focusing on their own composition and taking a strategic approach to director appointments. Here’s what the 2023 proxy statements, combined with our own 2023 […]

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Inside the IFRS S1 and S2 Sustainability Disclosure Standards

The International Sustainability Standards Board (ISSB), established by the IFRS Foundation (IFRS), issued a comprehensive global baseline of disclosure standards to facilitate consistent and comparable disclosures on risks and opportunities related to sustainability and climate, referred to as IFRS S1 and IFRS S2, respectively. The standards address longstanding reporting challenges, equipping companies and investors to […]

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Director Compensation: Increases Are Back Among the Largest US Companies

Each year CAP analyzes non-employee director compensation programs among the 100 largest US public companies. These companies are trendsetters and can provide early insights into evolving pay practices across the broader public company marketplace. This report reflects a summary of pay levels and pay practice trends based on 2023 proxy disclosures. Key Takeaways Median total […]

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Midyear Observations on the 2023 board agenda

In light of the high levels of ongoing disruption and uncertainty companies have faced in the first half of 2023—growing geopolitical risk and disruption, global economic volatility and inflation, a new phase of the Russia-Ukraine war, domestic polarization, risks posed by generative AI, regulatory developments, and more—we offer the following supplemental observations to our On […]

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Shareholder Rights: Assessing the Threat Environment

In July 2023, Republican members of the House Committee on Financial Services (the “Committee”) sponsored a series of hearings on ESG. While prior committee hearings and state level efforts to challenge the inclusion of ESG information into the investment process had focused on the large asset managers and Department of Labor ESG regulations, the July […]

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From cyber strategy to Implementation: what CEOs and boards need to Know

The federal government on July 13 launched the implementation plan for its National Cybersecurity Strategy, just four months after releasing the strategy document — an unheard-of pace. The swift, decisive follow-up indicates that the administration recognizes how serious the cyber threat is to national security and critical infrastructures. There’s been an onslaught of cybersecurity incidents in the US, […]

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Pressure on DEI Initiatives Continues to Mount

This post is based on a Wachtell Lipton memorandum by Mr. Lipton, John F. Savarese, Adam J. Shapiro, Kevin S. Schwartz, Erica E. Bonnett, Noah B. Yavitz, and Carmen X. W. Lu. In the wake of the Supreme Court’s decision in SFFA v. Harvard (as discussed in our prior memos), diversity, equity and inclusion (DEI) programs have attracted […]

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Weekly Roundup: August 11-17, 2023

Corporate Fraud and the Consequences of Securities Class Action Litigation Posted by Tamas Barko (Quoniam Asset Management), Luc Renneboog (Tilburg University), and Hulai Zhang (Tilburg University), on Friday, August 11, 2023 Tags: class action, fraud, governance, litigation, Peer effects, Reputation, Securities litigation, settlement Republicans Reintroduce House Bill to Limit ESG Considerations in Retirement Investing Posted […]

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New Disclosures in Periodic Reports on Share Repurchases

On May 3, 2023, the US Securities and Exchange Commission (SEC) adopted amendments to the share repurchase disclosure rules that require the disclosure of daily share repurchase activity on a quarterly basis by domestic issuers and foreign private issuers and on a semi-annual basis by registered closed-end management investment companies (Listed Closed-End Funds). Domestic issuers are required […]

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