Deal Diary
Akin Deal Diary is a collection of insights and analysis on hot topics impacting companies, funds, dealmakers and directors brought to you by Akin attorneys.
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Deal Diary
On Thursday, November 4, 2021, proxy advisory firm Institutional Shareholder Services (ISS) launched an open comment period on 16 proposed policy changes. The request for comment categorized the proposed changes within five general topics: (i) Board Diversity; (ii) Board Accountability – Unequal Voting Rights; (iii) Board and Other Governance Structure Elections; (iv) Climate; and (v) Compensation. Chiefly focused on the impact to the U.S. benchmarks, each of these general topics are summarized below; however, this blog post focuses on ISS’s updates on climate issues.
Deal Diary
On November 3, 2021, the U.S. Securities and Exchange Commission (SEC) issued a Staff Legal Bulletin (SLB 14L) limiting the ability of public companies to omit from proxy statements shareholder proposals regarding significant social issues and clarifying certain procedural requirements for shareholder proposals. SLB 14L overturns prior SLBs 14I, 14J and 14K and is expected to ease the path for shareholder proposals, notably those related to environmental, social and governance (ESG) matters, to make it into the proxy statement.
Deal Diary
Election and Impeachment
The presidential race will garner much of the attention during the 2020 election cycle, but there is fierce competition elsewhere, too. Republicans and Democrats are fighting for both U.S. House of Representatives and U.S. Senate seats in the 116th U.S. Congress, with the Republican Party trying to regain House majority. Meanwhile, impeachment proceedings against President Donald Trump are shaping up to be a potential game changer for certain members of the Senate who are running for president. They’ll lose valuable time on the campaign trail while serving as jurors for the duration of the impeachment trial.
Deal Diary
Sexual Harassment Risk Assessment and Allocation in M&A
In 2018, victims and their supporters decried sexual harassment in the workplace. They argued for the right, the freedom, the luxury to work without fear of gender-based harassment or discrimination. Prominent and powerful people, too many to count or to name, were credibly accused of sexual harassment. People took heed and a movement began.
Deal Diary
Corporate Culture
The corporate culture of a company starts at the top, with the board of directors, and directors should be attuned not only to the company’s business, but also to its people and values across the company. Ongoing and thoughtful efforts to understand the company’s culture and address any issues will help the board prepare for possible crises, reduce potential liability and facilitate appropriate responses internally and externally.
Deal Diary
On November 1, 2017, the Division of Corporation Finance (Division) of the Securities and Exchange Commission (SEC) released Staff Legal Bulletin No. 14I (SLB No. 14I) to offer guidance on the scope and application of Rules 14a-8(i)(7) and 14a-8(i)(5), each of which provide a substantive basis for excluding shareholder proposals from a company’s proxy materials for shareholder meetings. SLB No. 14I also discusses a new policy requiring documentation when shareholders submit “proposals by proxy,” along with the Division’s views on the use of graphs and images in the supporting statements for shareholder proposals.