Milbank LLP Environmental partner Matt Ahrens and associates Allison Sloto (Environmental) and Pinky Mehta (Global Risk & National Security) recently co-authored an article titled “An Overview of the SEC’s Proposed Climate-Related Risk Disclosure Rules” in the New York
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SEC Releases Final Pay Versus Performance Rules
On Thursday, August 25th, 2022, the Securities and Exchange Commission (the “SEC”) adopted amendments that will require registrants to disclose information reflecting the relationship between executive compensation actually paid by a registrant and the registrant’s financial performance. These rules implement…
2022 Amendments to the Delaware General Corporation Law
The Delaware General Assembly recently adopted amendments to the Delaware General Corporation Law (the “DGCL”), effective as of August 1, 2022. Among other changes, the amended DGCL provides for exculpation of officers from liability for breaches of the duty of…
The SEC Proposes Enhanced Climate Disclosure Rules
On Monday, March 21, 2022, the U.S. Securities and Exchange Commission (“SEC”) released its long-awaited proposed rules on climate-risk disclosures. The proposed rules would amend and build upon existing climate-change disclosure rules and guidance (collectively, the “Proposed Rules”). Under…
Delaware Chancery Court Takes Pro-Sandbagging Stand
A recent decision in John D. Arwood et al. v. AW Site Services, LLC from the Delaware Court of Chancery stated that Delaware is a pro-sandbagging jurisdiction.[1]…
SEC Increasingly Scrutinizing Companies’ Voluntary Climate Change Disclosures
The SEC has been increasingly scrutinizing companies’ voluntary climate change disclosures as it moves closer to mandating reporting on greenhouse gas emissions (“GHGs”) and climate risks. Mandatory reporting of these risks is widely expected to be a component of the…
Buyers Beware – Aiding and Abetting Claims Based on Target’s Proxy Disclosure
Aiding and abetting claims against a buyer for a target’s breach of fiduciary duties are meant to be rare, given the “long-standing rule that arm’s-length bargaining is privileged and does not, absent actual collusion and facilitation of fiduciary wrongdoing, constitute…
Milbank Attorneys Co-Author Chapter on ESG Considerations in ICLG: Environmental, Social & Governance Law 2022
Milbank LLP Environmental partner Matt Ahrens, Global Project, Energy & Infrastructure Finance partner Allan Marks and associates Allison Sloto (Environmental) and Pinky Mehta (Global Risk & National Security) recently co-authored a chapter titled “ESG Considerations in Project,…
Key Takeaways from New SEC Universal Proxy Card Rules – Major Changes Make Activism Easier, Cheaper and Probably More Chaotic
A universal proxy card, listing both company and activist nominees on a single proxy card, will be mandatory for shareholder meetings with contested director elections occurring after August 31, 2022. This will allow shareholders to “split the ticket,” making their…
SEC Guidance on Shareholder Proposals – Staff Legal Bulletin 14L – Is This the Way to Regulate Climate Change?
As a result of the SEC’s most recent Staff Legal Bulletin[1] (“SLB”), shareholder proposals that focus on a “significant social policy” will not be excludable simply because the policy issue is not, in fact, “significant” to the company receiving…