Tag Archives: Shareholder Advocacy

Five on Friday – Five Recent Developments that We’ve Been Watching Closely

It’s Friday iStock_000011057325XSmalland time for another overview of developments in the field of business and human rights that we’ve been monitoring.

This week’s post includes: new reports on the U.S. National Action Plan on Responsible Business Conduct, corporate disclosures pursuant to the California Transparency in Supply Chains Act, and shareholder proposals on social and environmental issues; the second discussion paper published by the Thun Group of Banks;… More

Additional Guidance from the Securities and Exchange Commission on Pay Ratio Disclosure

HiRes (2)This post, written by Stacie Aarestad, was originally published as a client alert by the firm’s Corporate Finance & Securities practice. 

As issuers prepare for the pay ratio disclosures that will be required with respect to fiscal years beginning on or after January 1, 2017, the SEC’s Division of Corporation Finance issued new Compliance & Disclosure Interpretations (“C&DIs”) on October 18,… More

SEC Provides Guidance on Exclusion of Shareholder Proposals Under the “Ordinary Business” and “Direct Conflict” Exceptions of Rule 14a-8

BusinessAs we head into the 2016 proxy season, we thought it was appropriate to share this client alert, written by Dean Hanley, Paul Bork, and Jennifer Audeh, originally published late last year by the firm’s Corporate Finance & Securities practice. 

In October 2015, the staff of the SEC’s Division of Corporation Finance issued Staff Legal Bulletin No.… More

Securities and Exchange Commission Adopts Pay Ratio Disclosure Rule

HiRes (2)

This post, written by Dean Hanley and Paul Bork, was originally published as a client alert by the firm’s Corporate Finance & Securities practice. 


On August 5, the SEC, by a 3 to 2 vote, adopted the controversial “pay ratio rule,” which requires public companies to disclose the ratio of the annual total compensation of the chief executive officer (CEO) to the median of the annual total compensation of the company’s employees.… More

Board Oversight of CSR & The Role of the CSR Committee

Shareholders increasingly expect boards of directors to exercise greater oversight over the social and environmental impacts of corporate activities. The 2013 Proxy Preview recently published by As You Sow, the Sustainable Investments Institute, and Proxy Impact, noted that the shareholders have recently filed approximately two dozen proposals requesting structural governance reforms in terms of how companies manage and oversee social and environmental issues,… More

Investors Urge Congress to Prioritize Proposed Transparency in Supply Chains Legislation

A coalition of 80 institutional investors sent a letter to Congress last week in support of the Business Transparency on Trafficking and Slavery Act (HR 2759).  As discussed previously, the proposed legislation would require companies to disclose efforts to identify and address the risks of human trafficking, forced labor, slavery, and the worst forms of child labor in their supply chains.

Modeled after the California Transparency in Supply Chains Act,… More

Investors Release New Guide to the California Transparency in Supply Chains Act

In less than two months, on January 1, 2012, the California Transparency in Supply Chains Act will go into effect. Companies impacted by the legislation will be required to disclose their efforts, if any, to ensure that their direct supply chains are free from slavery and human trafficking.

As discussed in previous posts, the legislation applies to retail sellers and manufacturers doing business in California that have annual worldwide gross receipts exceeding one hundred million dollars.… More

Travel Sector Companies Under Pressure to Address Human Trafficking

Human trafficking is a problem that is often hidden from sight, especially in the United States. The statistics on human trafficking and commercial sexual exploitation are unsettling. Nearly 800,000 people are trafficked across international borders every year. The U.S. Department of State’s 2010 Trafficking in Persons Report estimated that 2,000,000 children are exploited in the global commercial sex trade. ECPAT International,… More

D.C. Circuit Vacates Proxy Access Rule

On July 22, the D.C. Circuit Court of Appeals vacated Exchange Act Rule 14a-11, the proxy access rule that was approved by the Securities and Exchange Commission ("SEC") in August 2010. The rule sought to provide certain shareholders with the right to nominate corporate directors and have those nominations appear in corporate proxy statements. The rule was originally expected to be effective in November 2010, but it was stayed pending a request for judicial review by the U.S. Chamber of Commerce and the Business Roundtable.… More