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Two new bills have been passed in California as part of a “Climate Accountability Package” that require US-based companies “doing business” in California to make disclosures about their emissions and climate-related financial risks. These are (a) the Climate Corporate Data Accountability Act (California Senate Bill 253 (SB-253)) and (b) the Climate-Related Financial Risk Act (California…

Although it may seem early, it is already time to start preparing for the 2024 proxy and annual report season. Additional time may be required this year because of the substantial scope and pace of relevant changes in law and practice.

This Legal Update provides an overview of key issues companies should consider as they…

The Securities and Exchange Commission has announced an open meeting for September 20, 2023 in order to consider adopting amendments to the rule under the Investment Company Act of 1940 that addresses investment company names that are likely to mislead investors about an investment company’s investments and risks. In part, the proposed amendments to the…

The EU Corporate Sustainability Reporting Directive (“CSRD“) entered into force on 5 January 2023 and the associated European Sustainability Reporting Standards (“ESRS“) were adopted by the European Commission on 31 July 2023. Together, the CSRD and ESRS create detailed sustainability reporting requirements that will apply to a significant number of EU…

On 11 July 2023, the European Securities and Markets Authority (ESMA) published a public statement on sustainability disclosure in prospectuses.

The statement is addressed to the National Competent Authorities (NCAs) to promote coordinated action regarding sustainability-related disclosure included in prospectuses under current legislation. While the statement is addressed to NCAs, ESMA have said that its…

Today, Mayer Brown’s Larry Cunningham provided testimony to the House Financial Services Committee on shareholder proposals and related issues.

Read an excerpt below:

For decades, the SEC’s shareholder proposal rule (“Rule 14a-8” under the Securities Exchange Act of 1934) has been used to channel shareholder proposals to align with state corporation laws that vest corporate…

The risk of an accusation of “greenwashing” is now an important concern for many companies. Greenwashing is an ill-defined concept but, nevertheless, is increasingly a source of litigation and regulatory scrutiny – with more of both expected. It carries with it reputational, regulatory and litigation risks for which companies should be prepared. Whilst the risks…

The SEC’s shareholder proposal rule was the subject of a speech by SEC Commissioner Mark Uyeda on June 21, 2023 at the national conference of the Society for Corporate Governance. The speech identifies troubling trends involving the rule and offers several policy solutions. The Commissioner dates the troubles to a 2021 SEC staff decision that…

In this briefing, we take a look at the EU Green Bond Standard.

The Council of the European Union and the European Parliament recently announced that provisional agreement on the European Green Bond Standard had been reached. The consolidated legal text is now widely available and can be viewed here along with a blackline against…

Sustainability-Linked Bonds: Some practical considerations for documenting and structuring transactions

In this briefing, we take a look at sustainability-linked bonds (“SLBs”), which have fast become an important feature of the sustainable finance market. According to Climate Bonds Initiative, SLB issuance reached US$76.3 billion in 2022, and we have seen an increasingly wide variety of corporate…