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
Sustainability in the EU: From Theory to Action
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.
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Voluntary Carbon Markets: An Overview of U.S. Regulatory Developments
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. …
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Prepared for Climate? A Director’s Readiness Guide
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…
Public Companies and Politics: How to Co-Exist
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.
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Selected Issues for Boards of Directors in 2023
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
New DOL Guidance on ESG and Proxy Voting
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…
Cleary Submits Comments on SEC Climate Proposal
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
Proposed SEC Climate-related Disclosure Rules
On April 21, 2022, Cleary Gottlieb partners Nicolas Grabar and Francesca Odell, and associate Shuangjun Wang participated in the Governance Watch Webcast, “Briefing on Proposed SEC Climate-Related Disclosure Rules,” organized by Cleary and The Conference Board ESG Center.
The discussion focused on the long-awaited SEC proposal on climate-related disclosure rules, how companies should get…
The SEC Climate Disclosure Proposal – Top Ten Issues for Comment
The SEC’s proposal to require climate-related disclosures is almost surely headed for adoption. We think moderating it in key respects will make it more effective, and we have developed a Top Ten List of points for comment. The list focuses on areas where the SEC may have gone too far, getting ahead of what investors…