As a follow-up to our blog post in February about the Securities and Exchange Commission’s (SEC) pause in defending its Climate Disclosure Rules, on March 27, the SEC notified the U.S. Court of Appeals for the Eighth Circuit that it was officially withdrawing its defense of those rules.Continue Reading SEC Withdraws Defense of Climate Disclosure Rules
No Action Relief Alert: Issuance of SLB 14M and Rescission of SLB 14L
On February 12, the Staff (Staff) at the Securities and Exchange Commission (SEC) issued Staff Legal Bulletin No. 14M (SLB 14M). Among other matters, SLB 14M rescinds Staff Legal Bulletin No. 14L (SLB 14L) and reinstates earlier guidance on the exclusion of shareholder proposals under Rule 14a-8 of the Securities Exchange Act of 1934, as amended (Exchange Act). SLB 14L was generally considered more shareholder-friendly.Continue Reading No Action Relief Alert: Issuance of SLB 14M and Rescission of SLB 14L
SEC Pauses Defense of Climate Disclosure Rules
On February 11, Securities and Exchange Commission (SEC) Acting Chairman Mark Uyeda asked the Eighth Circuit not to schedule oral arguments for the SEC’s climate disclosure rules, which were adopted in March 2024, and soon voluntarily stayed by the SEC pending the outcome of the Eighth Circuit litigation.Continue Reading SEC Pauses Defense of Climate Disclosure Rules
Fifth Circuit Vacates Nasdaq Board Diversity Rules
On December 11, the Court of Appeals for the Fifth Circuit vacated Nasdaq Listing Rule 5605(f) and Nasdaq Listing Rule 5606(a) (together with Nasdaq Listing Rule IM-5900-9, the Board Diversity Rules) by a 9-8 vote. In Alliance for Fair Board Recruitment v. SEC, the Fifth Circuit held that the Securities and Exchange Commission (SEC) acted outside of its authority when it approved Nasdaq’s Board Diversity Rules in 2021.Continue Reading Fifth Circuit Vacates Nasdaq Board Diversity Rules
How to Tackle Greenwashing Claims
I authored an article for Bloomberg Law discussing steps companies can take to protect themselves in the shifting and complex landscape of environmental, social, and governance (ESG) transparency.
To reduce the risk of greenwashing claims, I recommend that companies have third-party auditors verify their ESG data and establish strong internal controls.Continue Reading How to Tackle Greenwashing Claims
Watch Now | ESG Outlook: Preparing for the 2025 Reporting Season Webinar
Join us, along with prominent environmental, social and governance (ESG) and corporate and securities thought leaders for the next session in our ESG Impact Webinar Series. As public companies prepare for the 2025 reporting season amid the transition to the new administration, staying ahead of the curve is essential.Continue Reading Watch Now | ESG Outlook: Preparing for the 2025 Reporting Season Webinar
Motion for Summary Judgement Denied: Battle over California Climate Legislation Continues
Soon after California passed far-reaching climate legislation last year (referred to herein as SB 253 and SB 261; see our earlier blog post here and here for background), it was challenged in the U.S. District Court for the Central District of California (the district court). In Chamber of Commerce of the United States of America et al. v. California Air Resources Board et al., No. 2:24-cv-00801 (C.D. Cal. 2024), the plaintiffs claimed that SB 253 and 261 violated the First Amendment, among other constitutional challenges. Continue Reading Motion for Summary Judgement Denied: Battle over California Climate Legislation Continues
Update (and Refocus) on California Climate Disclosures
As anticipated, on September 27, California Governor Gavin Newsom signed into law Senate Bill 219 (SB 219), after the California legislature passed it on August 31, 2024. SB 219 amends the Climate Corporate Data Accountability Act (SB 253) and the Climate‐Related Financial Risk Act (SB 261), both of which are summarized in our previous blog post.Continue Reading Update (and Refocus) on California Climate Disclosures
Recyclable K-Cups: Investors Beware?
On September 10, the Securities and Exchange Commission (the Commission or SEC) charged Keurig Dr Pepper Inc. (Keurig) for making inaccurate statements about the recyclability of its K-Cup single-use beverage pods. Without admitting or denying the findings in the order, Keurig agreed to a cease-and-desist order and to pay a civil penalty of $1.5 million.Continue Reading Recyclable K-Cups: Investors Beware?
Just In! More Guidance on Material Cybersecurity Incidents (Item 1.05 of Form 8-K)
On June 24, the Securities and Exchange Commission (SEC) released five additional Compliance and Disclosure Interpretations for Item 1.05 of Form 8-K (Material Cybersecurity Incidents). These interpretations provide additional guidance as to whether and when materiality determinations should be made and when related reporting obligations arise. Continue Reading Just In! More Guidance on Material Cybersecurity Incidents (Item 1.05 of Form 8-K)