The SEC published in March 2022 a dauntingly complex proposal to require public companies to provide climate-related disclosures.[1] The period for public comment on the proposal is very short, and it seems clear that a majority of the Commission is determined to proceed quickly.
Continue Reading The SEC’s Climate Proposal – Top Points for Comment
ESG
Beyond Just “Green”: The EU Taxonomy as a Traffic Light – From Red, to Amber, to Sustainable
By Cleary Gottlieb on
Posted in Boards of Directors, ESG
On March 29, 2022, the European “Platform on Sustainable Finance” expert group published its report on a future “Extended Environmental Taxonomy”.
In 2020, the “Taxonomy Regulation” established a general framework to determine if a given economic activity (and any related investments and financial products) may qualify as environmentally sustainable.
The report…
SEC’s Proposed Climate-Related Disclosure Rules: New Requirements Added to Regulation S-K
By Cleary Gottlieb on
On March 21, 2022, the U.S. Securities and Exchange Commission issued for public comment a rule proposal that, if adopted, would require reporting companies to provide certain climate-related information in their registration statements and annual reports filed with the SEC. Specifically, the proposed rules would require:
- A new section in annual reports and registration statements
…
SEC’s Proposed Climate-Related Disclosure Rules: GHG Emissions Disclosure Requirements
By Cleary Gottlieb on
On March 21, 2022, the U.S. Securities and Exchange Commission issued for public comment a rule proposal that, if adopted, would require reporting companies to provide certain climate-related information in their registration statements and annual reports filed with the SEC. Specifically, the proposed rules would require:
- A new section in annual reports and registration statements
…
SEC’s Proposed Climate-Related Disclosure Rules: The Climate Note to Audited Financial Statements
By Cleary Gottlieb on
On March 21, 2022, the U.S. Securities and Exchange Commission issued for public comment a rule proposal that, if adopted, would require reporting companies to provide certain climate-related information in their registration statements and annual reports filed with the SEC. Specifically, the proposed rules would require:
- A new section in annual reports and registration statements
…
A Global Overview of Sustainability Disclosure Rules for the Asset Management Industry
By Cleary Gottlieb on
The European Union’s Sustainable Financial Disclosure Regulation, in force since March 2021, was the first effort made globally to regulate transparency on ESG in the asset management industry.
Similar rules are now being adopted all across the globe. This alert memorandum provides an updated snapshot.
Please click here to read the full alert memorandum.
Navigating a World Where Almost Everyone Is an Activist
Posted in ESG, Shareholder Activism
In many ways, 2021 was a high-water mark for corporate activism. The levels of traditional shareholder activism rebounded from the lows reached during the early days of the COVID-19 pandemic. M&A activism increased substantially as shareholder activists sought to capitalize on the M&A boom. Large-cap activism returned as activists targeted Fortune 500 CEOs with increasing frequency. The year also saw the emergence of a new brand of ESG-themed shareholder activism in the wake of the Engine No. 1 activist campaign supported by CalPERS at ExxonMobil and the copycat ESG tactics deployed by other shareholder activists.
Continue Reading Navigating a World Where Almost Everyone Is an Activist
M&A Outlook for 2022
By Kyle A. Harris & James E. Langston on
2021 was a historic year for mergers and acquisitions activity. While some reversion to the mean may be in store, we expect robust deal making to continue in 2022. As boards of directors and management teams seek opportunities in this competitive market, they will need to navigate a dynamic regulatory landscape and should expect investors and other stakeholders to focus on ESG metrics in the evaluation of M&A transactions to a greater extent than before.
Continue Reading M&A Outlook for 2022
Germany Strengthens Corporate Social Responsibility in Supply Chains
By Michael Brems & Falko Maurer on
With effect as from January 1, 2023, the German Supply Chain Act dated July 16, 2021 (Gesetz über die unternehmerischen Sorgfaltspflichten in Lieferketten – Lieferkettensorgfaltspflichtengesetz) will enter into force.
Undertakings of a particular size shall take responsibility for, and implement diligence standards with respect to, human rights-related and environmental risks in supply chains. An undertaking which is subject to the German Supply Chain Act, but not in compliance with the requirements stipulated thereunder, may face significant sanctions.
Continue Reading Germany Strengthens Corporate Social Responsibility in Supply Chains
Key Practices for Board Organization and Oversight of ESG
By Helena K. Grannis, Jeff J. Shim & Meghan Liu on
Robust interest in ESG-related matters and growing demands from shareholders, regulators and various other stakeholders during 2021 have put management and boards of public companies firmly on notice that strong ESG policies, practices and commitments are key components to long-term organizational success, business resiliency and value creation.
Continue Reading Key Practices for Board Organization and Oversight of ESG