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Corporate Transparency Act: What Companies Need to …

Details: Reporting companies are required to deliver to FinCEN a report containing the following information for each beneficial owner of the reporting company: (1) full legal name, (2) date of birth, (3) current residential or business street address, and (4) unique identifying number from an acceptable identification document or FinCEN identifier, if

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Special Purpose Acquisition Companies and the Investment

Details: Last week, a stockholder in three special purpose acquisition companies (“SPACs”—Pershing Square Tontine Holdings, Ltd. (“PSTH”), GO Acquisition Corp. and E.Merge Technology Acquisition Corp) brought novel claims against each SPAC, its sponsor and directors. The suits claim that each SPAC is an unregistered investment company and that the …

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What Companies are Disclosing About Cybersecurity Risk …

Details: Companies from industries where data privacy risks are less prominent (e.g., energy and industrials) were among those that treated data privacy as a unique risk factor, and companies from industries with significant data privacy risks (e.g., health care, financial services, consumer discretionary and consumer staples) were among those that

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A Deeper Dive Into Talent Management: The New Board …

Details: As companies plan for a post-pandemic economy, and continue tackling social issues, they must also contend with rapid business transformation. Talent management is more critical than ever—and so is director oversight. Corporate directors have traditionally focused their talent management efforts on the C-suite, leaving oversight of the broader workforce to senior …

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SPAC Mergers, IPOs, and the PSLRA’s Safe Harbor: Unpacking

Details: Merging with a SPAC has become a viable alternative to a traditional IPO as way for private companies to go public. Regulators are concerned. Fueling this concern are recent empirical studies (see here and here) showing outstanding average returns earned by SPAC IPO investors who redeem their shares or sell them on the secondary market after a deSPAC …

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The SEC Backs Off on Proxy Advisory Firms

Details: Many companies already consider putting out additional soliciting material in response to proxy voting advice, and some do so. Even without SEC rules on the matter, developing market practices may give companies better and more timely opportunities to respond, and their responses may get increasing attention from investors.

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Investor Behavior in the 2021 Proxy Season

Details: In the UK, shareholder voting on pay is in Companies Act 2006, which was further enhanced by The Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013. In the EU, shareholder rights on directors’ pay is defined in Directive (EU) 2017/828 (Shareholder Rights Directive, amending Directive 2007/36/EC).

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How the COVID-19 Pandemic Influenced Incentive Plans

Details: The COVID-19 global pandemic has had a profound impact on the economy and forced many companies to make dramatic changes in staffing, operations, supply chains, and short- and long-term business plans. At the time this article is being written, close to 10 million fewer people are employed in the U.S. than at this time last […]

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Legal Liability for ESG Disclosures

Details: Legal Liability for ESG Disclosures. Connor Kuratek is Chief Corporate Counsel at Marsh & McLennan Companies, Inc., and Joseph A. Hall is a partner and Betty M. Huber is counsel at Davis Polk & Wardwell LLP. This post is based on a Davis Polk memorandum by Mr. Kuratek, Mr. Hall, Ms. Huber, and Katherine J. Brennan.

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Universal Proxies: What Companies Need to Know

Details: Further, companies unilaterally adopting the bylaws described in Option 2 or Option 3 above should consider the potential for future SEC review of the underlying procedures and mechanics, and be cognizant that such review …

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Business and Politics: When Should Companies Take a Public

Details: Employees and consumers are paying more attention to corporations’ policies and practices when deciding where to work and what to buy. And corporate social responsibility is broadly accepted as a legitimate pursuit of public companies, at least so long as there is a reasonable nexus to long-term shareholder value.

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Navigating ESG Disclosure Regulation for US Public Companies

Details: Companies traditionally communicate their sustainability activities to stakeholders through large, comprehensive reports, often running more than 100 pages, that go by a number of different names: Corporate Social Responsibility (CSR), Environmental, Social & Governance (ESG), or Sustainability. Almost all S&P 500 companies issue these reports, indicating that …

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ESG Drivers and the COVID-19 Catalyst

Details: Despite the global economic and health crisis resulting from the COVID-19 pandemic, many companies have continued to intensify their efforts to improve their management approaches and communications in relation to environmental, social, and governance (ESG) issues. In many instances, the ongoing crisis has, in fact, accelerated pre …

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How Private Equity-Backed Companies Can Move the Needle on

Details: Private equity-backed portfolio companies are not prioritizing sustainability in key operational decisions. A first step to integrating sustainability into a business is often redesigning business models, core processes, and/or products to embed ESG and corporate social responsibility considerations.

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CEO Succession Practices in the Russell 3000 and S&P 500

Details: By contrast, among real estate and financial companies, the average incoming CEO age among companies with asset values between $500 million and $999 million was 10.3 years younger than the average age of an incoming CEO among companies with asset values greater than $100 billion (49.5 years and 59.8 years, respectively).

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Voluntary Environmental and Social Disclosures

Details: Companies are increasingly providing disclosure about their current efforts and future commitments on environmental and social (E&S) matters. The percentage of S&P 500 companies publishing sustainability or corporate social responsibility (CSR) reports that address E&S matters continues to grow, reaching 90% in 2019. Similarly, one study found that, in …

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The State of U.S. Sustainability Reporting

Details: Executive Summary The significant events of 2020 have caused companies, institutional investors and regulators to re-energize their efforts towards sustainability initiatives. Institutional investors have dramatically enhanced their focus on issues relating to climate, diversity, human capital management and board governance (collectively, “ESG”).

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CEO Succession Practices in the Russell 3000 and S&P 500

Details: In 2020, particularly, the share of forced successions among companies in the Russell 3000 was 5.2 percent, down from the 7.6 percent and 8.6 percent reported in 2019 and 2018, respectively. For S&P 500 companies, the percentage of forced successions declined to 10.9 from the 14.9 reported in 2019 and was the lowest of the last four years.

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Shareholder Activism and ESG: What Comes Next, and How to

Details: Companies should have shareholder activism defense counsel review their ESG disclosures. The focus of a review of the company’s ESG profile from the standpoint of shareholder activism preparedness is distinct from a wide-ranging review of the company’s overall ESG profile. If a company is already advanced in its ESG policies and disclosures

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The SEC’s Upcoming Climate Disclosure Rules

Details: In his remarks before the Principles for Responsible Investment “Climate and Global Financial Markets” webinar on July 28, 2021, SEC Chair Gary Gensler provided insights into what companies might expect from the SEC’s upcoming climate disclosure rules. Gensler’s remarks follow in the wake of other similar proposals for enhanced climate disclosure made by …

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Vanguard’s Expectations for Companies with Significant

Details: Vanguard has explained its concerns about climate change and the financial risk it presents to long- term investors. We have outlined expectations for companies where climate change is a material risk: They should have climate-competent boards, robust climate risk oversight and mitigation measures, and effective climate risk disclosure. In this post, we focus …

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Statement by Chair Gensler on Holding Foreign Companies

Details: Today [Dec. 2, 2021], the Securities and Exchange Commission adopted final amendments to its rules implementing the Holding Foreign Companies Accountable Act of 2020 (HFCAA). Today’s amendments finalize the interim final rules that the Commission adopted in March, which had addressed the submission and disclosure requirements of the HFCAA, with …

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Stock-Option Financing in Pre-IPO Companies

Details: We recently published a paper on SSRN, Stock-Option Financing in Pre-IPO Companies, that examines a new industry in which specialty-finance companies provide capital to employees and executives to facilitate the exercise of stock options in pre-IPO companies. Equity awards and stock-option grants are a central element of compensation programs in pre …

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State Street Global Advisors’ Annual Asset Stewardship Report

Details: In 2020, we voted in over 19,000 meetings and engaged with over 2,400 companies. In all, our engagement activities encompassed companies representing 78% of our 2020 equity AUM. In this post, we provide highlighted insights from our voting and engagement activities, as well as core campaign, sector and thematic takeaways. Our 2020 voting record is …

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Recent Shareholder Activism Trends

Details: Activist investors are also finding inroads into new publicly listed companies by participating in PIPE investments associated with many of the de-SPAC transactions, alongside private equity firms (e.g., ValueAct’s investment in the EV maker Nikola and Inclusive Capital’s investment in AppHarvest, an agriculture technology company).

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ESG Governance: Board and Management Roles & Responsibilities

Details: Companies should select the approach that is the most effective for them based on their particular facts and circumstances, guided by the considerations enumerated above, as we discuss in further detail below. The company examples included in this publication are intended to illustrate a spectrum of potential approaches to oversight of ESG issues.

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SEC Adopts Nasdaq Rules on Board Diversity

Details: Companies with five or fewer board members will only need to have one diverse board member (or explain the absence of a diverse director). In addition, issuers outside the U.S. (i.e., foreign issuers) and smaller reporting companies would have additional flexibility in satisfying the board diversity requirement.

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Say-on-Pay Votes and Compensation Disclosures

Details: Companies should also consider their recent annual say-on-pay votes and general disclosure best practices when designing their compensation programs and communicating about their compensation programs to shareholders. This year, companies should understand key say-on-pay trends, including overall 2020 say-on-pay results, factors …

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Mandating Disclosure of Climate-Related Financial Risk

Details: Companies themselves may also benefit, as many will be required to analyze and mitigate risks that are currently obscured or ignored. On the macro level, a climate risk regime can help ensure that asset prices reflect all relevant information about a company’s fundamental value, which can mitigate the risks of a climate bubble.

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49 Law Firms Respond to Investment Company Act Lawsuits

Details: Recently a purported shareholder of certain special purpose acquisition companies (SPACs) initiated derivative lawsuits asserting that the SPACs are investment companies under the Investment Company Act of 1940, because proceeds from their initial public offerings are invested in short-term treasuries and qualifying money market funds. …

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The Corporate Social Responsibility Report and Effective

Details: Companies today are being called upon by their shareholders and other stakeholders to not only boost the bottom line, but also to help address some of the country’s most challenging problems, including those concerning economic development and the environment. While opinions differ on how responsibility should be allocated across the public …

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Corporate Governance & Executive Compensation Survey 2021

Details: Companies vary considerably in how they present information regarding board diversity in their proxy statements. In 2021, the number of Top 100 Companies that presented information about the diversity of their boards on a director-specific basis increased to 2019 levels from 18 companies in 2020 to 26 companies in 2021.

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2021 Proxy Season Review: Say on Pay Votes and Equity

Details: A. Companies Maintain Strong Say-on-Pay Performance. The following summarizes say-on-pay voting results for full-year 2020 and through June 30 for 2021. U.S. companies, broadly speaking, had similar results on say-on-pay votes in 2021 as in 2020 and other recent years, with the vast majority of companies achieving high levels of support.

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Top 10 ESG Trends for the New Decade

Details: Companies, investors and governments who fail to act on ESG will likely face greater risks and miss significant opportunities compared to ESG leaders in many key areas, ranging from better access to capital to operational improvement and …

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Corporate Racial Equality Investments—One Year Later

Details: Companies’ commitments have tended to be relatively long term: three to five years for 26 percent of respondent companies, and either indeterminate or greater than five years for 51 percent. By comparison, only 23 percent of respondent companies’ commitments span one to three years (see Figure 3).

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