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Saving Humanity with Corporate Environmental Disclosure (or at least helping a little)

Overview This post tries to answer the question: what regulatory framework would lead to good corporate environmental disclosure? You might rightfully ask, why should I care about corporate environmental disclosure? Well, current corporate environmental disclosure, when it exists, can be hard to find and is disorganized, incomplete, unverified and often unverifiable. Getting good corporate environmental disclosure is important because it will increase transparency about society’s use of constrained resources, provide information for decision-makers to implement practical solutions to resource-constraint problems, and help concerned citizens hold environmental laggards accountable for their failures. Moreover, corporations shoulder most of the costs of providing good corporate environmental disclosure, which is one small step in getting companies’ to internalize the environmental costs of their operations. What follows is a discussion of background on ESG and corporate disclosure, follo...
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ISS Publishes Proposed Benchmark Policy Changes for 2022

     On November 4, 2021, Institutional Shareholder Services (ISS) opened the public comment period on its proposed benchmark policy changes for 2022. ISS expects to publish final updated policies in late November 2021, and the updated benchmark policies will apply to shareholder meetings that take place on or after February 1, 2022, except as otherwise noted. ISS will accept comments on the proposed benchmark policy changes through 5:00 p.m. Eastern Time on November 16, 2021. More information, such as how to submit comments and proposed updates for guidelines in non-U.S. jurisdictions, can be found here . Proposed Updates to ISS’s Proxy Voting Guidelines for 2022 Proxy Season      The following changes relate to circumstances in which ISS may recommend a vote against or withhold from one or more directors in an uncontested election: Board Gender Diversity: ISS policy for shareholder meetings since February 1, 2020 has been to “generally vote against or wit...
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Securities and Exchange Commission Publishes Climate Change Disclosure Guidance, Maintains Enhanced Focus on Climate Change Disclosure

Before beginning, I should let readers know that I have sources noted in a Word version of this post but cannot insert footnotes or endnotes in this post. If you are interested in the citations, please leave a comment. Introduction On September 22, 2021, the U.S. Securities and Exchange Commission (the " Commission ") published a Sample Letter to Companies Regarding Climate Change Disclosures (the " Sample Letter "). The Sample Letter is just the most recent example in a growing list of Commission statements and actions related to climate change-related disclosure, beginning with the Commission's 2010 Climate Change Guidance. Both the 2010 Climate Change Guidance and the Sample Letter ask issuers to assess climate change risks, impacts or litigation within the Commission's current principles- and materiality-based disclosure frameworks, and to disclose climate change-related information if they are material risks, material litigation or have had a material i...
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A Hitchhiker’s Guide to Virtual Annual Meetings: 2020 Year in Review

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Before beginning, I should let readers know that I have sources noted in a Word version of this post but cannot insert footnotes or endnotes in this post. If you are interested in the citations, please leave a comment. Hello Earth: Introduction 2020 saw substantial changes in how annual shareholder meetings are conducted. In 2019, only a few hundred companies hosted annual meetings online, some with and others without an in-person component (" hybrid annual meetings " and " virtual annual meetings ", respectively). As of May 13, 2020, over 2, 200 companies had already held virtual annual meetings. The use of virtual annual meetings exploded in 2020 because of corporations' rapid response to the novel coronavirus (" COVID-19 "). It was impossible to convene physically because of the public health risk and legal stay-at-home orders, and yet corporations are required by law to host annual meetings. Companies responded quickly to the changed circumstance b...
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Corporate Governance in Silicon Valley

Check out Wilson Sonsini's latest report!
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Delaware Supreme Court Reverses the Court of Chancery and Upholds the Enforceability of Clear and Unambiguous Advance Notice Bylaw Deadline

Find the official post at Wilson Sonsini's website ! ALERTS January 22, 2020 On January 13, 2020, the Delaware Supreme Court issued an opinion addressing deadlines and supplemental information requirements under advance notice bylaws. In the opinion,   BlackRock Credit Allocation Income Trust v. Saba Capital Master Fund, Ltd. , 1   written by Justice Karen Valihura, the Court allowed two closed-end investment funds 2   to disregard a stockholder's nomination of directors due to a failure by the stockholder to provide a completed questionnaire by the deadline imposed by the bylaws. This decision reversed the Delaware Court of Chancery, which had issued an injunction requiring the funds to count votes for the stockholder's nominees. The decision provides important guidance for proxy contests going forward and is a strong signal that stockholders ignore clear deadlines in advance notice bylaws at their significant peril. Factual Background On Mar...
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