The following post was originally included as part of our recently published memorandum “Selected Issues for Boards of Directors in 2022”.

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.

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For a PDF of the full memorandum, please click here.

The following post was originally included as part of our recently published memorandum “Selected Issues for Boards of Directors in 2022”.

Diversity, equity and inclusion (DE&I) has received unprecedented support in the past year, and trends show that it is here to stay at the forefront of focus areas for corporations and key stakeholders alike.

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For a PDF of the full memorandum, please click here.

The following post was originally included as part of our recently published memorandum “Selected Issues for Boards of Directors in 2022”.

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.

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For a PDF of the full memorandum, please click here.

The following post was originally included as part of our recently published memorandum “Selected Issues for Boards of Directors in 2022”.

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. Companies are faced with challenges as they return to the office and are finding they need to adapt to remain competitive, attract talent and stay prepared for future crises. Boards of directors of public companies should play an important role in defining what this future looks like and ensuring companies are set up for success.

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For a PDF of the full memorandum, please click here.

The following post was originally included as part of our recently published memorandum “Selected Issues for Boards of Directors in 2022”.

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. Failure to manage shareholder engagement could result in a company losing majority support on a shareholder proposal, having low director support or even losing a proxy battle.

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For a PDF of the full memorandum, please click here.

The following post was originally included as part of our recently published memorandum “Selected Issues for Boards of Directors in 2022”.

In 2021, investors and regulators continued to focus on the scope and quality of public company disclosure of environmental, social and governance information. In the background, the controversial debate intensified over whether ESG information, while of interest to many stakeholders, should be considered “material” for the purposes of the securities laws such that disclosure of inaccurate or misleading ESG information could be a basis for liability.   Some commentators have recently defended the traditional view of financial materiality that focuses on the impact of disclosure on the economic value of a company, for which share price is often used as a proxy, whereas others have suggested a broader notion of materiality that would include any information investors decide is important to them.

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For a PDF of the full memorandum, please click here.

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 and practices of public companies are evolving rapidly, driven in part by changing expectations on the part of institutional investors and other stakeholders, in part by cultural and political changes and in part by all the adaptations the pandemic has prompted. We explore this evolution from several different angles with respect to ESG and sustainability, shareholder engagement in general and activist practices in particular.

Other topics stem from the agendas of regulators. We discuss priorities of Biden administration appointees that have come into focus over the past year – notably in the areas of competition law, securities regulation and sanctions practices – but there are longer-term developments at work as well, in areas like international coordination of tax policy. European regulatory developments are also increasingly driving board agendas, in areas like privacy, competition and sustainability. In all these areas, enforcement risk is on the rise and board supervision is more critical than ever.

We hope you will find these materials helpful as you confront the challenges of 2022.

We invite you to review these topics by clicking here.

For a PDF of the full memorandum, please click here.

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 shareholder and directors. This decision is important because it addresses some of the unique features of SPACs designed to mitigate inherent conflicts of interest in the SPAC structure, particularly the redemption feature. While this opinion leaves open that the redemption feature of SPACs may be an effective shield to fiduciary liability, as some have suggested, it will only be effective to the extent the stockholders are informed of all material information when deciding whether to redeem. In short, full disclosure in the de-SPAC context (just like in the traditional merger context) is critically important.

Please click here to read the full alert memorandum.

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

The National Security and Investment Act 2021, which was passed on 29 April 2021, comes into force today. The new regime, which subjects investments in many companies active in the UK to mandatory review on national security grounds, will be among the most wide-ranging in the world. It represents the most significant change in the UK regulatory environment since the Government ceded the power to approve or prohibit mergers on competition grounds to an independent agency in 2002.

For more information, please see our Alert Memorandum here.