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
Shareholder Activism
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…
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
SEC Provides New Guidance on Shareholder Proposals – Likely To Limit Companies’ Ability To Exclude Environmental and Social Proposals
On November 3, 2021, the Division of Corporation Finance of the SEC (the “Staff”) issued Staff Legal Bulletin (“SLB”) No. 14L, which rescinds SLBs Nos. 14I, 14J and 14K, all of which provided guidance with respect to no-action letter requests that sought relief from the Staff to exclude shareholder proposals on the basis of Rule 14a-8(i)(7) and Rule 14a-8(i)(5). SLB No. 14L also provides guidance on (i) certain technical exclusions, (ii) the use of graphics and images in proposals and (iii) the use of email between proponents and companies.
Continue Reading SEC Provides New Guidance on Shareholder Proposals – Likely To Limit Companies’ Ability To Exclude Environmental and Social Proposals
The Shareholder Rights and Activism Review, 6th Ed.
By Cleary Gottlieb on
Posted in Shareholder Activism
Cleary Gottlieb partner Michael Ulmer authored the “Germany” chapter in The Shareholder Rights and Activism Review, which was published by The Law Reviews.
The chapter discusses the legal framework and emerging trends of shareholder activism in Germany.
To read the chapter, click here.
UK Bids: Take-Private Boom Sees Negotiating Power Shift from Target Boards to Shareholders
By Sam Bagot & Dan Tierney on
As we have covered previously, one of the most noticeable trends that has emerged in the current boom in UK public M&A activity[1] is the heightened level of target shareholder opposition to bids. This is manifesting itself in a number of ways, including through increased and novel “bumpitrage”[2] campaigns as well as through institutional investors becoming more vocal in expressing their discontent at proposed bids. There appears to be a general feeling among a number of the largest UK institutional investors that private equity are acquiring UK public companies “too cheaply”.
Continue Reading UK Bids: Take-Private Boom Sees Negotiating Power Shift from Target Boards to Shareholders
UK Bid Activism – Two Recent Examples of Disclosure and Fairness Objections in Schemes of Arrangement
By Sam Bagot on
Bumpitrage in UK bids being implemented by scheme of arrangement. So-called “bumpitrage” refers to the intervention of a shareholder activist in a public bid to attempt to force the bidder into improving the terms of the bid. Most public bids in the UK market are implemented by scheme of arrangement. When it becomes effective, a…
Delaware Court Enjoins Poison Pill Adopted in Response to COVID-19-Related Market Disruption
On February 26, 2021, the Delaware Court of Chancery (McCormick, V.C.) issued a memorandum opinion in The Williams Companies Stockholder Litigation enjoining a “poison pill” stockholder rights plan adopted by The Williams Companies, Inc. (“Williams”) in the wake of extreme stock price volatility driven by the double whammy of COVID-19 and the Russia-Saudi Arabia oil…
The Changing Face of Activism
By James E. Langston & Claire Schupmann on
Posted in Boards of Directors, Shareholder Activism
The following post was originally included as part of our recently published memorandum “Selected Issues for Boards of Directors in 2021”.
As we enter 2021, shareholder activism continues to evolve. The traditional campaigns waged by repeat activists leveling familiar critiques will undoubtedly persist into the new year and beyond. But by now most…
Increased ESG Focus Shows No Signs of Slowing Down in 2021
By Helena K. Grannis & Katherine Denby on
The focus on environmental, social and governance (ESG) matters at public companies continues to grow despite, or perhaps in part because of, the COVID-19 pandemic. ESG continues to mean many things, including company considerations around sustainability, diversity, human capital, corporate purpose and governance. While best practices, disclosure requirements and ESG ratings are developing, boards should continue to prioritize ESG issues, particularly as they relate to long-term company strategy and risk.
Continue Reading Increased ESG Focus Shows No Signs of Slowing Down in 2021