SEC’s More Modest Proxy Adviser Proposal; Call for ESG Regulation; Wall St. Climate Change Disclosure
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The SEC passed its proxy adviser proposal, with a set of more stringent regulations for the likes of ISS and Glass Lewis. The passage is a win for companies and their D.C.-based lobbying arms, but the final plan was softer than the original. The agency abandoned its most controversial demand of forcing proxy advisers to share their reports with companies beforehand, a demand outraged investors said put management teams at an unfair advantage, particularly in contested situations.
SEC Chair Jay Clayton, in a
Wall Street Journal
op-ed
, said the proposal will allow for more transparent proxy voting and “will better align interests of ordinary investors with the obligations of those who vote on their behalf.”
In other regulatory news, a letter released by an investor group representing $1 trillion in assets called on the SEC and Federal Reserve to impose climate change regulations on companies. Finally, in another bow to the “E” in ESG this week, Morgan Stanley became the first major U.S. bank to disclose how much of its loans and investments contribute to climate change.
Have a great weekend,
Despina and Gabriella
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The Wall Street Journal – Opinion: Shareholders Should See How Votes Are Swayed
SEC Commissioner Jay Clayton writes that proxy advice businesses are shaping outcomes for ordinary investors. Any conflicts must be visible
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Financial Times: SEC approves new rules for proxy advisers
Regulators drop measure to require advance notice of recommendations to company executives
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The New York Times: Climate Change Poses ‘Systemic Threat’ to the Economy, Big Investors Warn
Financial regulators should act to avoid economic disaster, according to a letter from pension funds and other investors representing almost $1 trillion in assets
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Politico: Morgan Stanley commits to tallying its climate impact
The financial giant will become the first major U.S. bank to count emissions from its loans and investments
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Financial Times: SEC disclosure change would allow activists to ‘go dark’, lawyers warn
Only largest hedge funds would have to detail equity stakes under proposed rules
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Financial Times: A new sell signal? Stocks underperform after pay revolt, says UBS
Swiss bank’s fund unit notifies investment teams when companies lose executive remuneration vote
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Reuters: Stung by proxy advisers’ decision, activist-backed Toshiba board nominees to step up campaign
Nominees to Toshiba’s board backed by activist fund Effissimo Capital Management said they plan to talk with investors in a push to convince them that additional directors will help the industrial conglomerate fix compliance issues
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Harvard Law School Forum on Corporate Governance: Spotlight on Boards
Marty Lipton, founding partner of Wachtell, Lipton, Rosen & Katz, explores whether a board of directors should take into the account the interests of stakeholders other than shareholders, and how a board should do so
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Harvard Law School Forum on Corporate Governance: Our Approach to Sustainability
The Global Head of Investment Stewardship at BlackRock, Sandra Boss, expounds on the asset manager’s conviction that climate risk is investment risk and that sustainability-integrated portfolios, and climate-integrated portfolios in particular, can produce better long-term, risk-adjusted returns
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Harvard Law School Forum on Corporate Governance: Going Dark: SEC Proposes Amendments to Form 13F
Partners from Wachtell, Lipton, Rosen & Katz explore how the SEC reducing the threshold for 13F filings would make it significantly more difficult to determine whether an activist, or even a “wolf pack” of activists, owns a stake in the company
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The D&O Diary: Facebook Board Hit with Derivative Lawsuit on Board Diversity and Other Race-Related Issues
Journal focused on directors and officers liability writes about Facebook being hit with a lawsuit claiming that its board has violated its fiduciary duties by their inaction on diversity and inclusion issues
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Speakers include Leo Strine of WLRK, Maureen Farrell of the Wall Street Journal and BlackRock's Ray Cameron.
Speakers include Starboard's Jeff Smith, Corvex's Keith Meister, Elliott's Jesse Cohn and Impactive Capital's Lauren Taylor Wolfe.
A forum for people and organizations driven by a collective commitment to divergent thinking and sustainable solutions to some of the world's greatest needs. Bringing to the stage the best and most creative thought leadership, the conference includes insights that touch every sector, from developing markets to accelerating medical research.
The world’s largest and most comprehensive IR Event, with three days dedicated to your professional development and networking. With dozens of education offerings in a variety of new and exciting formats, there will be plenty of time to connect with your peers while meeting your goals and objectives.
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