Weekly Roundup: July 15-21, 2022

Weekly Roundup
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This roundup contains a collection of the posts published on the Forum during the week of July 15-21, 2022.

Statement by Commissioner Peirce on Proposed Amendments to Rule 14a-8

Posted by Hester M. Peirce, U.S. Securities and Exchange Commission, on Friday, July 15, 2022

Tags: Rule 14a-8, SEC, SEC rulemaking, Securities regulation, Shareholder proposals, Shareholder voting

Statement by Chair Gensler on Proposed Amendments to Rule 14a-8

Posted by Gary Gensler, U.S. Securities and Exchange Commission, on Friday, July 15, 2022

Tags: No-action letters, Rule 14a-8, SEC, Securities regulation, Shareholder proposals, Shareholder voting

Lessons from the Goldstein Opinion

Posted by Ethan Klingsberg, Meredith Kotler, and Victor Ma, Freshfields Bruckhaus Deringer LLP, on Saturday, July 16, 2022

Tags: Books and records, Delaware cases, Delaware law, DGCL Section 220, Discovery, Merger litigation, Mergers & acquisitions, Securities litigation

ESG Disclosure Trends in SEC Filings

Posted by Maia Gez, Era Anagnosti, and Taylor Pullins, White & Case LLP, on Saturday, July 16, 2022

Tags: Corporate culture, Engagement, Environmental disclosure, ESG, Human capital, Institutional Investors, Surveys

A Jam-Packed Spring 2022 Agenda for the SEC

Posted by Cydney Posner, Cooley LLP, on Sunday, July 17, 2022

Tags: Board composition, Cybersecurity, Disclosure, Diversity, ESG, Human capital, SEC, SEC rulemaking, Securities regulation, SPACs

Genuine Commitment and Explicit Net Zero Targets

Posted by Rusty O’Kelley, Rich Fields, and Laura Sanderson, Russell Reynolds Associates, on Sunday, July 17, 2022

Tags: Board leadership, Boards of Directors, Climate change, ESG, Stakeholders, Sustainability

The Rapidly Changing World of Human Rights Regulation: A Resource for Investors

Posted by Subodh Mishra, Institutional Shareholder Services, Inc., on Monday, July 18, 2022

Tags: Artificial intelligence, Disclosure, Due diligence, ESG, EU, Human rights, International governance, Slavery, UK

Twitter vs. Musk: Musk’s Opposition to Expedited Proceedings

Posted by Anna Restuccia (Harvard Law School), on Monday, July 18, 2022

Tags: Acquisition agreements, Delaware cases, Delaware law, Elon Musk, Merger litigation, Mergers & acquisitions, Social media, Termination, Twitter

Stock Market Short-Termism: What the Empirical Evidence Tells Policymakers

Posted by Mark J. Roe (Harvard Law School), on Monday, July 18, 2022

Tags: Capital allocation, Hedge funds, Investor horizons, Long-Term value, Macroeconomics, Repurchases, Shareholder activism, Short-termism

Name That Boon: SEC Proposes Rules on ESG Fund Names & Disclosures

Posted by Matt Filosa, William Edwards, and Oliver Parry, Teneo, on Tuesday, July 19, 2022

Tags: Asset management, ESG, Institutional Investors, SEC, SEC rulemaking, Securities regulation, Sustainability

Shining a Sustainability Light on the Darker Side of Big Tech

Posted by Kian Masters and Li Zhang, Morgan Stanley Investment Management, on Tuesday, July 19, 2022

Tags: Antitrust, Corporate Social Responsibility, Cybersecurity, ESG, GDPR, Privacy, Risk disclosure, Social media, Tech companies

Regulated Human Capital Disclosures

Posted by Ethan Rouen (Harvard Business School) and Thomas Bourveau (Columbia University), on Tuesday, July 19, 2022

Tags: Disclosure, Diversity, ESG, Form 10-K, Human capital, Regulation S-K

SEC Increases the Unpredictability of the Shareholder Proposal No-Action Process

Posted by Marc S. Gerber and Ryan J. Adams, Skadden, Arps, Slate, Meagher & Flom LLP, on Wednesday, July 20, 2022

Tags: Human capital, No-action letters, Proxy access, Rule 14a-8, SEC, Securities regulation, Shareholder proposals, Shareholder voting

Navigating the Shifting ESG Landscape and Its Impacts on Value Chains

Posted by Sarah Fortt, Julia Hatcher, and Angela Walker, Latham & Watkins LLP, on Wednesday, July 20, 2022

Tags: Climate change, ESG, Human capital, Human rights, International governance, Securities regulation, Supply chain, Sustainability

The Long and Winding Road to Financial Reporting Standards

Posted by Robert Eccles (Oxford University), and Kazbi Soonawalla (Oxford University), on Wednesday, July 20, 2022

Tags: Accounting, Accounting standards, ESG, Financial reporting, International governance, SEC, Securities regulation, Sustainability

Inclusive Culture and DE&I: Gold Medal Boards Take the Lead

Posted by Rusty O’Kelley, Rich Fields, and Laura Sanderson, Russell Reynolds Associates, on Thursday, July 21, 2022

Tags: Board composition, Board leadership, Boards of Directors, Corporate culture, Diversity, ESG

SEC Proposed Reforms of SPACs: A Comment from Andrew Tuch

Posted by Andrew F. Tuch (Washington University in St. Louis) , on Thursday, July 21, 2022

Tags: Capital formation, Comment letters, IPOs, Mergers & acquisitions, SEC, Securities litigation, SPACs, Special purpose vehicles

Racial and Ethnic Diversity on U.S. Corporate Boards—Progress Since 2020

Posted by Subodh Mishra, Institutional Shareholder Services, Inc., on Thursday, July 21, 2022

Tags: Board composition, Boards of Directors, Corporate culture, Diversity, ESG, Institutional Investors, Proxy advisors