2021 was a pivotal year for European sustainability policy, caught in the implementation of an ambitious agenda. This is expected to continue throughout 2022, when new rules will be finalized and others will enter into force, requiring companies to increase sustainability-related disclosures and due diligence requirements to further the EU Green Deal’s climate transition plans.
Continue Reading Sustainability Policy Remains Center Stage in Europe
Boards of Directors
Returning to the Future of Work: Considerations for the Virtual Board Room in the ‘Post’-Pandemic Era
By Jeffrey D. Karpf & Fernando A. Martinez on
Almost two years into the COVID-19 pandemic, it is clear that the corporate workplace has changed for good. As the world continues to reopen and companies return to the office, what we are returning to is not business as usual, but a new future of work – a future characterized by a shift from the traditional workplace to remote and hybrid models that provide opportunities to work in effective and efficient ways from anywhere.
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2022 Shareholder Engagement Trends and Considerations: ESG and Investor Outreach
By Lillian Tsu & Synne D. Chapman on
As ESG remains a mainstay of board and investor focus, effective shareholder engagement is as important as ever, and as complex as ever, for ensuring that companies have the external support necessary to advance their long-term strategy.
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The Materiality Debate and ESG Disclosure: Investors May Have the Last Word
By David Lopez, Jared Gerber & Jonathan R. Povilonis on
In 2021, investors and regulators continued to focus on the scope and quality of public company disclosure of environmental, social and governance information.
Continue Reading The Materiality Debate and ESG Disclosure: Investors May Have the Last Word
Selected Issues for Boards of Directors in 2022
By Cleary Gottlieb on
Each year, we ask colleagues from around our firm to boil down the issues in their fields that boards of directors will be facing in the coming year. In the following pages, we present the results for 2022 – focused updates on 16 topics that will feature on board agendas throughout the year.
The concerns…
Delaware Chancery Court Allows SPAC Merger Challenge to Proceed
By Cleary Gottlieb on
In one of the first opinions addressing fiduciary duty claims in the context of a transaction involving a special purpose acquisition company (“SPAC”), the Delaware Court of Chancery determined that the SPAC shareholders’ right to redeem can be undermined by insufficient disclosures regarding the transaction and allowed class-action claims to continue against a SPAC’s controlling…
UK’s FCA Extends Climate-related Disclosures to Standard Listed Issuers, Including GDR Issuers
By David I. Gottlieb, Ferdisha Snagg & Dan Tierney on
The UK’s Financial Conduct Authority (FCA) recently published its Policy Statement on “Enhancing climate-related disclosures by standard listed companies”.[1] This follows a consultation carried out by the FCA in June 2021. The FCA has decided to extend the climate-related disclosure requirements that currently apply to UK premium listed commercial companies to (1) issuers of standard listed shares and (2) issuers of Global Depositary Receipts (GDRs) representing equity shares.[2] We expect this to have particular implications for GDR issuers, which may be required to grapple with climate-related disclosure requirements for the first time as a result of the new rules.
Continue Reading UK’s FCA Extends Climate-related Disclosures to Standard Listed Issuers, Including GDR Issuers
SEC Proposes Major Rule Changes on Trading Plans and Corporate Buybacks
By Nick Grabar & Lillian Tsu on
On December 15, 2021, the SEC issued for public comment two separate proposals that will, if adopted, significantly affect how corporate directors, officers and employees trade securities of their companies and how companies repurchase their own shares.
This memorandum walks through the two proposals in turn and concludes with some general takeaways and possible issues
The SEC Backs Off on Proxy Advisory Firms
By Cleary Gottlieb on
On November 17, the SEC proposed new rule amendments that would eliminate the core of the new requirements it imposed on proxy advisory firms in July 2020. The SEC had previously announced it would not enforce these requirements, so the process between proxy advisory firms and subject companies will be largely unregulated, much as it…
UK Introduces Mandatory Climate-Related Financial Reporting for Large Public and Private Companies
By Sam Bagot & Dan Tierney on
The UK Government has recently announced that it will introduce mandatory climate-related financial reporting for the first time.[1]
The new rules are likely to have particular implications for UK public companies listed outside the UK (particularly on the NYSE or NASDAQ) or on AIM, large UK subsidiaries of multinational corporate groups and large portfolio companies of financial sponsors that have a UK topco structure, where the new rules may require them to grapple with climate-related financial reporting for the first time.
Continue Reading UK Introduces Mandatory Climate-Related Financial Reporting for Large Public and Private Companies