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ESG

ISS Proposes and Opens Comment on Draft 2022 Voting Policy Updates

November 9, 2021 | Posted by Ronald O. Mueller; Elizabeth A. Ising; Lori Zyskowski Topic(s): Corporate Governance; ESG; Proxy Statements and Annual Meetings

Yesterday, the proxy advisory firm Institutional Shareholder Services (“ISS”) proposed and published for comment voting policy changes for the 2022 proxy season.  There are five proposed updates that would apply to U.S. companies, including two related to “Say on Climate” proposals and a third related to climate issues.

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SEC Staff Scrutiny of Climate Change Disclosures Has Arrived: What to Expect And How to Respond

September 19, 2021 | Posted by Andrew L. Fabens; Brian J. Lane; Elizabeth A. Ising; James J. Moloney; Lori Zyskowski; Michael A. Titera; Thomas J. Kim; Ronald O. Mueller Topic(s): Disclosure; Environmental/Climate Change; ESG; Securities Regulation

Recently, the SEC’s Division of Corporation Finance has issued a number of comment letters relating exclusively to climate-change disclosure issues.  The letters we have seen to date comment on companies’ most recent Form 10-K filings, including those of calendar year companies who filed their Form 10-K more than 6 months ago, and have been issued by a variety of the Division’s industry review groups, including to companies that are not in particularly carbon-intensive industries.  Many of the climate change comments appear to be drawn from the topics and considerations raised in the SEC’s 2010 guidance on climate change disclosure, as reflected in the sample comments that we have attached in the annex to this alert. We expect this is part of a larger Division initiative because the letters are similar (although not identical), contain relatively generic comments, and have been issued in close proximity to one another.  Accordingly, it is reasonable to expect that additional comment letters will be issued in the coming weeks and months.

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What Can We Expect from the SEC with COP26 Around the Corner?

August 23, 2021 | Posted by Hillary H. Holmes; Elizabeth A. Ising; Lori Zyskowski Topic(s): Audit Committee; Corporate Governance; ESG; Securities Regulation

Climate change matters and related calls for regulation are in headlines daily. On August 9, 2021, the UN’s Intergovernmental Panel on Climate Change (IPCC) published the first major international assessment of climate-change research since 2013. The IPCC report will inform negotiations at the 2021 UN Climate Change Conference, also known as COP26, beginning on October 31, 2021 in Glasgow. 

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Editors

Lauren M. Assaf-Holmes

J. Alan Bannister

Aaron K. Briggs

Michael Collins

Boris Dolgonos

Mellissa Campbell Duru

Andrew L. Fabens

Sean Feller

Tull Florey

Gina Hancock

Krista P. Hanvey

Lauren Hebson

Hillary H. Holmes

Elizabeth A. Ising

Thomas J. Kim

David Korvin

Stella Kwak

Brian J. Lane

Ari Lanin

Julia Lapitskaya

Robert B. Little

Cynthia M. Mabry

Stewart McDowell

Gregory Merz

James J. Moloney

Ronald O. Mueller

Michael K. Murphy

Ekaterina (Kate) Napalkova

Justine Robinson

Michael Scanlon

Eric Scarazzo

Elvia Soto

Gerry Spedale

Jack Strachan

Michael A. Titera

Tracey Tomlinson

Harrison Tucker

Peter Wardle

David C. Ware

Robyn Zolman

Lori Zyskowski

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