Key Takeaways: Companies should consider adding cybersecurity personnel to their compliance teams. Given the technical nature of many cyber and AI whistleblower claims, it is important that the investigation team has the necessary expertise to evaluate …
Cooley’s securities litigation + enforcement group continued to share key insights on key cases and developments in securities litigation throughout the spring and summer. They highlighted important decisions in Delaware courts, precedent-setting cases in …
We are certainly continuing to live in “interesting times.” Even when we feel as though the volume and velocity of risks can’t possibly accelerate further, they do. The past 12 months have seen US companies reacting to numerous cyber events, unprecedented …
On Wednesday, November 6, 2024, major media outlets announced Donald J. Trump as the winner of the 2024 U.S. presidential election. This alert discusses the potential impact of Mr. Trump’s election on the U.S. Securities and Exchange Commission (the “SEC …
Over recent years, responsible asset management has developed considerably in size. However, the exact nature of responsible investors’ preferences remains somewhat elusive. Our paper investigates the moral preferences of investors through incentivized …
Chief executive succession rates have dropped after a peak during the pandemic, but an impending wave of retirements among older CEOs underscores the need for boards to focus on long-term planning. This report offers comprehensive data on current trends in …
Over the past year, the U.S. Securities and Exchange Commission (“SEC”) has intensified its focus on beneficial ownership reporting under Sections 13(d), 13(g) and 16(a) of the Securities Exchange Act of 1934 (“Exchange Act”), as well as seemingly starting …
Shareholder proposals, often seen as a bellwether of investor sentiment and preferences, have gone through a significant shift over the past decade. The number of proposals on environmental and social topics exploded, surpassing the governance and …
An analysis of multi-year trends in non-employee director compensation revealed that approximately 35% – 40% of companies made program adjustments in any given year. Most elected to increase the equity component only or coupled increases in the cash …
Posted by Brian D. McCabe, Amy D. Roy, and James D. McGinnis, Ropes & Gray LLP, on Tuesday, November 12, 2024 Posted by Jeremy Barr, Katherine Kim, and Yunah Ko, Freshfields Bruckhaus Deringer LLP, on Wednesday, November 13, 2024 Posted by Leah Malone, …
My thanks to the Practicing Law Institute and the 56th Annual Institute on Securities Regulation. When I was with you two years ago, I quoted President Franklin Roosevelt when he signed the first of the foundational securities laws in 1933: “This law and …
California Governor Gavin Newsom signed the Voluntary Carbon Market Disclosures Act (AB 1305) into law on October 7, 2023, creating a novel disclosure requirement for entities that participate in the voluntary carbon offset market, or that make certain …
The 2010 Dodd-Frank legislation mandated Say on Pay (SOP) votes aimed at lowering CEO Pay that was deemed as too high and reducing excessive risk-taking due to executive incentives. In this Viewpoint, we explore CEO pay trends in the post Dodd-Frank Era; …
A recent enforcement action brought by the Securities and Exchange Commission (“SEC”) offers an important reminder for public companies, as well as their officers, directors and employees, to use caution if disclosing sensitive information about the public …
The pricing of carbon transition risk is a key question as investors consider climate-aware investments. Accurate risk pricing can support climate change mitigation, potentially reducing the need for heavy-handed government intervention. In theory, brown …
INTRODUCTION This Top 250 Report details executive long-term incentive practices at the 250 largest companies by market capitalization, with special focus on trends over the last five years. The past five years have shown that company performance and plan …
A recent Viewpoints article discussed the disbanding of the Climate and ESG Task Force (the “ESG Task Force”) in the Securities and Exchange Commission’s (the “SEC’s”) Division of Enforcement, which had formed in early 2021 under then-Acting Chair Allison …
Board effectiveness begins with and depends on who’s in the boardroom. Management looks to the board for oversight and counsel, and it’s critical that the directors evaluating information and making key decisions be the right people for the company and for …
Key Takeaways: On October 21, 2024, the U.S. Securities and Exchange Commission’s (the “SEC”) Division of Examinations (the “Division”) released its 2025 Examination Priorities (the “Priorities”). The Priorities provide insight into the products, practices …
Annual sustainability reports remain a critical platform for companies to articulate their diversity, equity and inclusion (DEI) progress and objectives. We conducted an in-depth analysis of DEI disclosures to understand how they evolved in 2024. Our …
