April 2018

Environmental & Social Shareholder Proposals Take the Lead

It comes as no surprise that environmental and social shareholder proposals have emerged as the top proposals submitted for 2017, accounting for 54% of all ESG proposals in the United States. As more investors continue to press companies on their future outlook and strategy regarding E&S issues, we will continue to see an uptick in …

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Best Practices Committee for Shareowner Participation in Virtual Annual Meetings

There is much debate over the topic of virtual annual shareholder meetings. From hybrid meetings to virtual only meetings, shareholders and companies are not yet aligned on which approach is best and most appropriate. In the press, some companies have been slammed by shareholders for conducting virtual meetings. Shareholders are sensitive about the topic because, …

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Glass Lewis Policy Update: Board Oversight of E&S Issues

Glass Lewis’s 2018 Proxy Season Preview (U.S.) provides an update that is noteworthy for companies to be mindful of in 2018 and beyond. Regarding Board Oversight: In 2018, Glass Lewis will identify the directors who have been assigned specific oversight of environmental and social issues at the committee level, for companies in the S&P500 index. …

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KPMG: Making Sense of A Sense of Purpose

This thoughtful and forward-looking piece prepared by KPMG Board Leadership Center Senior Advisor Stephen Brown walks through some very salient key takeaways that companies should be mindful of as they take action on BlackRock CEO Larry Fink’s annual letter sent back in January of this year. Recall, Fink’s letter charged companies with serving a social …

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BlackRock Unveils New Funds that Exclude Gun Makers & Gun Retailers

In the wake of the Parkland, Florida high school gun shooting that took the lives of 17 people, amid rising pressure from its investor clients, BlackRock, has now created options for its investors who do not wish to invest in gun manufacturers and gun retailers. Recall in our previous blog post, BlackRock stepped up its …

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SEC Posts Two New Non-GAAP Business Combination Compliance & Disclosure Interpretations

This week, the Securities & Exchange Commission’s Division of Corporation Finance posted two new non-GAAP Compliance & Disclosure Interpretations (C&DI) which continue on to the discussion of Business Combination Transactions from October 17, 2017 as follows: Question 101.01 Question: Are financial measures included in forecasts provided to a financial advisor and used in connection with a …

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