article thumbnail

Who Owns ESG Today? Second Line Evolution and the Integrated Reporting Imperative

Audit Board

What does “good” ESG governance and strategy look like, and how are companies integrating it with existing risk and compliance governance structures? Hear From Leaders: Deloitte’s “ Controllership strategies for ESG reporting ” Legal or General Counsel: Advises on understanding/mitigating ESG risks (e.g., Who should own it?

article thumbnail

Debevoise Discusses Proposed SEC Rule to Prohibit Conflicts of Interest in Certain Securitizations

Reynolds Holding

As required by the statutory text under Section 27B, the proposed rule would exempt risk-mitigating hedging activities, liquidity commitments and bona fide market-making activities. Risk-mitigating hedging activities. Bona fide market-making activities.

Insiders

Sign Up for our Newsletter

This site is protected by reCAPTCHA and the Google Privacy Policy and Terms of Service apply.

article thumbnail

MAEjor Ruling: Delaware Court of Chancery Finds Target Suffers Material Adverse Effect and Acquirer Could Back Out of Transaction

Cooley M&A

In reaching these holdings, the court found that: the target’s business experienced a “dramatic, unexpected and company-specific downturn” shortly after signing due in part to “serious and pervasive data integrity problems” that adversely impacted the target’s regulatory compliance. The Merger Agreement.

article thumbnail

Midyear Observations on the 2023 board agenda

Harvard Corporate Governance

The potential benefits of AI will vary by industry, but might include automating various business processes, such as customer service, content creation, product design, and marketing plan development, as well as improvements to healthcare, the creation of new drugs, etc. Increased cybersecurity risks. Crisis readiness and resilience.

article thumbnail

SEC Chair Gensler Speaks on Emerging Trends in Asset Management

Reynolds Holding

That’s why they passed the Securities Exchange Act of 1934, which covered intermediaries such as exchanges and broker-dealers as well as established our agency to oversee the securities markets. 3] SEC Commissioner Robert Healy told Congress in 1940 that, left unchecked, these risks and conflicts had produced a “shocking” number of abuses. [4]

Banking 40
article thumbnail

Updating Annual Report Risk Factors

Harvard Corporate Governance

Ten Key Developments to Consider when Updating Annual Report Risk Factor Disclosures. Market Conditions : Changes in global economic conditions, including volatile equity capital markets, may adversely affect a company’s business, revenues, and earnings. 1 See Item 105 of Regulation S-K, available here. (go

article thumbnail

Cybersecurity Disclosure Requirements: What's Changing in 2023 and How to Prepare

Audit Board

To this end, companies would be required to affirm whether they have a cybersecurity risk assessment program , how it works, how it fits into strategy and planning, and whether it uses (and how it chooses) third parties. Most companies have work to do in connecting technology and teams. Another 12.6% Jira, project management tools), 9.5%