Insights Search

For activist investors pursuing environmental, social, or governance (ESG) goals, 2022 has not exactly gone according to plan. Indeed, the success of activist campaigns involving demands on environmental and social issues has fallen nearly 50 percent,^* and support for these proposals from the two dominant proxy advisory firms has sharply declined as well.

On August 25, 2022, the Securities and Exchange Commission (the “SEC”) announced that it adopted a final rule requiring companies to disclose information that is intended to reflect the relationship between compensation paid to executives and the company’s financial performance — the so-called pay-versus-performance rule (the “Rule”).

Join us for a presentation on how the SEC works internally, best practices when clients learn of potential SEC concerns or receive a subpoena, and how rulemaking works within the agency.

It’s hard to overstate the amount of turbulence experienced by the aviation finance market over the last three years. After a banner 2019, when asset-backed securitizations —a key source of capital for many aircraft leasing companies — hit a record high of $10.4 billion, Covid effectively shut down the market in 2020. Deal volume soared…

On March 9, 2022, the Securities and Exchange Commission (“Commission”) issued its much-anticipated proposed rule amendments which would mandate certain cybersecurity disclosures for public companies (“Proposed Rules”).

The world is embarking on what may be one of the greatest transformations since the Industrial Revolution. Over the next three
decades, countries and companies could spend tens of trillions of dollars to build a low carbon global economy.

This program focused on SEC developments affecting, and practical aspects of preparing for, public companies’ annual meetings and annual reports, including key Environmental, Social and Governance themes.

On Wednesday, November 17, 2021, the SEC adopted final rules regarding the use of universal proxy cards and proposed amendments to its rules governing proxy voting advice.

On Wednesday, November 17, 2021, the SEC proposed rule amendments to the rules governing proxy voting advice that would rescind significant portions of the two rules applicable to proxy voting advice that were adopted by the Commission in 2020.

On September 22, the SEC’s Division of Corporation Finance issued a sample comment letter (the “Comment Letter”) regarding climate change disclosures.

In recent years, the Securities and Exchange Commission (the “SEC”) has increasingly brought enforcement actions against chief compliance officers (“CCOs”) in their personal capacities.

As recently as 2015, if an investor was interested in understanding more about a company’s climate change risks and impact, it had the option of submitting a stockholder proposal to be included in the company’s proxy materials through the SEC’s antiquated Rule 14a-8 process.