Last week, a California Superior Court in Los Angeles County delivered this Crest v. Padilla decision that found that the California law requiring that California-headquartered companies have a minimum number of women directors – known as “SB 826” – violates the California Constitution’s Equal Protection Clause. This decision comes on the heels of a lengthy
Board Minutes: Should You Document That Directors Can Hear During Online Meetings?
With the continued widespread use of virtual board meetings, we’ve had a few clients recently ask, “what is the recommended practice for documenting in the board minutes that the corporate secretary has confirmed that all of the attending directors were indeed online, that they had access to the appropriate board materials, and that they could
Corp Fin Posts “Sample Letter” on Russian Invasion & Supply Chain Issues
Not surprising given how so many companies have been struggling over the past month to keep up with the changes wrought by Russia’s invasion of Ukraine, Corp Fin posted this “sample letter to companies” last week regarding disclosure about the invasion and the related supply chain issues. The Corp Fin Staff has begun
The SEC’s Climate Proposal: Impact on Financial Statements
Digging further into the SEC’s proposing release for climate disclosure, the SEC’s proposal would expand Regulation S-X and create specific requirements for a note to financial statements addressing climate change issues in a number of ways.
This is a big deal. By requiring this type of disclosure in the financial statements, the SEC’s rules
The SEC’s Climate Proposal: Disclosing Internal Carbon Pricing
Digging further into the SEC’s proposing release for climate disclosure, the SEC’s proposal would elicit disclosure about a company’s internal carbon price – for those companies that do that sort of thing. [Compare that to how companies would be required to disclose carbon offsets under the SEC’s proposal, as noted in this blog.]
The SEC’s Climate Proposal: Assessing “Transition Risks”
Following up on Broc’s blog about disclosure of “physical risks,” in parsing the SEC’s proposing release for climate disclosure, the SEC’s proposal would elicit disclosure about “transition risks.” When companies disclose a climate-related risk, they will need to identify whether the risk is a “physical risk” or a “transition risk.” And then disclose the
Two Major Sustainability Standard Setters to Align! ISSB & GRI
We take a break in our blogging about the SEC’s climate disclosure proposal to share some breaking news. As noted in this press release, the IFRS Foundation and the Global Reporting Initiative (GRI) have signed a collaboration agreement under which their respective standard-setting boards – the International Sustainability Standards Board (ISSB) and the Global
The SEC’s Climate Proposal: Where Did We Wind Up With “Materiality”?
Leading up to the recent issuance of the SEC’s climate disclosure proposal, there has been much debate regarding the definition of “materiality” – both outside the SEC and reportedly even within it. The SEC’s proposing release deals with “materiality” in a variety of ways, including:
1. Avoidance of “Double” Materiality: The SEC’s proposing release first
SEC Proposes Climate Disclosure Rules: 9 Things to Know
Yesterday, as noted in this press release, the SEC proposed climate disclosure rules. Here’s the hefty 490-page proposing release – and here’s the fact sheet. The SEC’s summary of the proposed rules can be found on pages 40-46 of the proposing release – that is the “must read” section of the tome.
Given
Corp Fin Director Renee Jones Talks Shareholder Proposals
Last week, Corp Fin Director Renee Jones delivered this speech at CII’s Spring Meeting. It was notable for a variety of reasons, perhaps foremost in that CII’s Spring Meeting was held in-person! It also was the first speech by Director Jones that was reduced to writing.
Here are a few other things to note:
1.