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    1. Protections for Whistleblowers Who Share Company Documents

      Protections for Whistleblowers Who Share Company Documents

      Frances Haugen, a former product manager at Facebook, recently revealed her identity as the whistleblower who reported Facebook to the U.S. Securities and Exchange Commission (SEC) and provided internal Facebook documents to Congress and to the press. Questions have arisen about what kinds of protections she and other whistleblowers have when it comes to sharing documents with government regulators, Congress, and news outlets...

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    2. Massachusetts Executive Order Permitting Massachusetts Public Companies to Hold Virtual-Only Shareholder Meetings to Expire

      Massachusetts Executive Order Permitting Massachusetts Public Companies to Hold Virtual-Only Shareholder Meetings to Expire

      Massachusetts Governor Charles Baker’s COVID executive order permitting public companies incorporated in Massachusetts to hold virtual-only shareholder meetings is set to expire on August 14, 60 days after the June 15 lifting of the COVID-19 state of emergency in Massachusetts...

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    3. Dollars and Sense: How to Integrate ESG into Compensation Programs

      Dollars and Sense: How to Integrate ESG into Compensation Programs

      On June 16, 2021, the U.S. House of Representatives passed H.R. 1187 (the “Corporate Governance Improvement and Investor Protection Act”), which would require the Securities and Exchange Commission (“SEC”) to establish rules requiring public companies to disclose certain ESG metrics, including metrics related to climate, board diversity, and employee management and welfare practices...

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    4. ISS' Arbitrary And Capricious Assessment Of Board Diversity

      ISS' Arbitrary And Capricious Assessment Of Board Diversity

      Last week, Liz Dunshee at TheCorporateCounsel.net noted that ISS has updated its policies and procedures to explain how it assesses racial and ethnic diversity. Currently, ISS considers board diversity in making voting recommendations for two of its specialty policies: Socially Responsible Investing (SRI) and Catholic Faith-Based. Beginning in 2021, ISS, under its U.S...

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      Mentions: ISS Benchmark culture
    5. SEC to Move Quickly on Proposed ESG Disclosures

      SEC to Move Quickly on Proposed ESG Disclosures

      The Securities and Exchange Commission (SEC or the Commission) has announced a series of initiatives reorienting the Commission’s agenda to focus on environmental, social, and governance (ESG) issues. In particular, the Commission is gearing up to develop a framework to address ESG disclosures, including climate change risk and diversity and inclusion metrics...

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    6. Mitigating Environmental, Social, and Corporate Governance (ESG) Risks Through D&O Insurance

      Mitigating Environmental, Social, and Corporate Governance (ESG) Risks Through D&O Insurance

      In a recent post on the Nickel Report (“Environmental, Social and Corporate Governance: What are the Risks, Really?”), our colleagues provide a thoughtful discussion of various risks, trending issues, and emerging concerns arising from environmental, social, and corporate governance (“ESG”)...

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    7. Nasdaq Amends Proposed Rule on Board Diversity to Provide Compliance Flexibility

      Nasdaq Amends Proposed Rule on Board Diversity to Provide Compliance Flexibility

      On December 1, 2020, Nasdaq filed a proposed rule with the U.S. Securities and Exchange Commission (SEC) that would require certain Nasdaq-listed companies to have at least two diverse directors (according to self-reported gender, race, and sexual orientation) or explain why the company has not been able to meet the proposed minimum diversity standards, and disclose certain board diversity-related statistics. While many have lauded Nasdaq’s proposed rule to promote board diversity, there have been vocal critics of the proposed rule... Notably, in a ...

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    8. New SEC Task Force Further Demonstrates Biden Administration’s Sharp Focus on Climate and ESG Issues

      New SEC Task Force Further Demonstrates Biden Administration’s Sharp Focus on Climate and ESG Issues

      Last week, the U.S. Securities and Exchange Commission (SEC) announced the creation of a new 22-person Climate and Environmental, Social, and Governance (ESG) Task Force in its Division of Enforcement, a notable development in a series of recent steps taken by the Biden administration focused on increasing ESG accountability...

       

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    9. A Preview of ESG Regulation under the Biden Administration

      A Preview of ESG Regulation under the Biden Administration

      As the Biden Administration settles in and begins to appoint its designees to key executive and administrative agencies, a series of policy objectives are coming into focus. Chief among them is expanded attention and regulation in the ESG space regarding environmental, social and governance issues at American businesses...

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    10. Management Cannot Unilaterally Preclude Directors From Obtaining Privileged Communications

      Management Cannot Unilaterally Preclude Directors From Obtaining Privileged Communications

      In In re WeWork Litigation, C.A. No. 2020-0258-AGB (Del. Ch. Aug. 21, 2020), a special committee of the board of directors of The We Company (the “Company”) sought to obtain certain privileged communication among management of the Company and its counsel in discovery arising from breach of contract and breach of fiduciary duty case...

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    11. Chancery Court Dismisses Complaint, Holding That Directors Were Not Conflicted in Approving a Merger Simply Due to the Threat of a Looming Proxy Contest

      Chancery Court Dismisses Complaint, Holding That Directors Were Not Conflicted in Approving a Merger Simply Due to the Threat of a Looming Proxy Contest

      In Rudd v. Brown, et al, C.A. No. 2019-0775 MTZ (Del. Ch. Sept. 11, 2020), the Delaware Court of Chancery (the “Court”) dismissed the plaintiff’s claim that the board members and the chief financial officer of Outerwall, Inc. (the “Company”) disloyally pursued and disclosed a two-step merger...

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    12. SEC Whistleblower Program Firing on all Cylinders

      SEC Whistleblower Program Firing on all Cylinders

      The FY 2020 report of the SEC Office of the Whistleblower reveals that the SEC whistleblower program is firing on all cylinders. Enforcement actions from whistleblower tips have resulted in orders for more than $2.7 billion in monetary sanctions, including more than $1.5 billion in disgorgement of which almost $850 million has been, or is scheduled to be, returned to harmed investors...

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    13. California Requires Board Diversity and Additional Company Disclosures

      California Requires Board Diversity and Additional Company Disclosures

      Legal Disclaimer You are responsible for reading, understanding and agreeing to the National Law Review's (NLR’s) and the National Law Forum LLC's Terms of Use and Privacy Policy before using the National Law Review website. The National Law Review is a free to use, no-log in database of legal and business articles. The content and links on www.NatLawReview.com are intended for general information purposes only...

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