On February 9, 2023, NGO ClientEarth sued all eleven members of the board of directors of Shell plc before the English High Court, for allegedly failing to take steps to protect Shell against climate-change-related risks (see our alert memorandum of February 22, 2023). Our follow-up alert memorandum of April 17, 2023, also set out some answers to some common questions on derivative claims in the context of ESG litigation.Continue Reading Derivative Claim Against Shell’s Board by Climate-Change Activist Shareholder is Refused Permission to Proceed
The litigation recently launched in England by the NGO, ClientEarth, against the members of the board of directors of Shell plc has generated a significant level of interest from organisations who wish to understand the implications for directors more generally. The claim raises novel issues regarding directors’ responsibilities for a company’s environmental impact, and questions about how environmental obligations should be implemented and enforced.Continue Reading ESG Litigation: Derivative Claims Against Directors: Q&A
This high-level overview of a couple of noteworthy DOL regulatory initiatives should be useful for boards and management teams alike. The first is a proposed amendment to a popular “prohibited transaction” exemption, which, if passed, will have a significant impact on many financial contracts, including existing loan and ISDA contracts. The second is a final regulation governing ERISA plan investments, which could alter how plan investors consider ESG as part of their investment strategy and manage their investments in public companies…
Continue Reading The DOL Finalizes Yet Another Rule on ESG and Proxy Voting and Proposes Significant Amendments to the QPAM Exemption
2022 has been a pivotal year for sustainability policy worldwide. In the EU, where sustainability regulation enjoys broad popular and institutional support, sustainability policy shifted from theory to action.
Continue Reading Sustainability in the EU: From Theory to Action
As the importance of the voluntary carbon markets to global decarbonization goals grows, so too does U.S. regulatory and legal interest in this area, and the importance to public companies and their boards. …
Continue Reading Voluntary Carbon Markets: An Overview of U.S. Regulatory Developments
The following post was originally included as part of our recently published memorandum “Selected Issues for Boards of Directors in 2023”.
In March 2022, the U.S. Securities and Exchange Commission (SEC) issued for public comment a rule proposal regarding certain climate-related disclosures that reporting companies would need to include in their registration statements…
A number of U.S. public companies have recently found themselves in a surprising place: trapped in visible and charged debates with politicians over internal corporate and investment policies.
Continue Reading Public Companies and Politics: How to Co-Exist
We have once again asked our colleagues from around our firm to boil down the issues in their fields that boards of directors and senior management of public companies will be facing in the coming year. In the following pages, we present the results for 2023 – focused updates on 18 topics that will surely feature at the top of board agendas throughout the year.Continue Reading Selected Issues for Boards of Directors in 2023
The Department of Labor released its final rule clarifying the application of ERISA’s fiduciary duties to the selection of investments and investment courses of action, including with respect to the consideration of ESG factors and the exercise of shareholder rights. Please click the link below for a high-level overview of the final rule, which discusses…
As you are likely aware, the SEC published in March 2022 an ambitious proposal to require public companies to provide climate-related disclosures. If the proposal is adopted – which seems likely, at least in some form – it will place heavy new demands on public companies and require them to provide climate-related information in their registration statements and annual reports filed with the SEC.
Continue Reading Cleary Submits Comments on SEC Climate Proposal