On February 24, 2021, Acting SEC Chair Allison Herren Lee issued a statement directing the SEC’s Division of Corporation Finance to enhance its focus on climate-related disclosure in public company filings.
Several other recent SEC actions and statements make it clear that climate change and other environmental, social and governance (ESG) issues are now top priorities for the regulator.
SEC Enforcement Action Alleges Selective Disclosure of Material Nonpublic Information to Wall Street Analysts
On March 5, 2021, the SEC announced that it had charged a large telecommunications company with repeatedly violating Regulation FD, and three of its investor relations executives with aiding and abetting the company’s violations by selectively disclosing material nonpublic information to research analysts.
SEC Enforcement Action Highlights Importance of Disclosing Executive Perks and Related Person Transactions
On February 24, 2021, the SEC announced settled charges against a gas exploration and production company and its former CEO for failing to properly disclose approximately $650,000 worth of perks, as well as for failing to disclose certain related person transactions.
According to a recent publication from PwC’s Governance Insights Center, no boardroom culture is perfect, and insights from behavioral psychology might explain what’s holding boards back.
Given a global pandemic, civil unrest and a divisive presidential campaign, even the most loyal readers of The Ticker may have struggled to keep track of the SEC’s rulemaking and guidance during what was a very active year for the regulator. Here is a recap of the most significant SEC rulemaking and guidance in 2020, including links to earlier posts.
On February 8, 2021, the SEC’s Division of Corporation Finance issued guidance in the form of a sample comment letter to companies seeking to conduct securities offerings amid extreme market and price volatility.
As discussed elsewhere in this edition of The Ticker, companies preparing their Form 10-Ks for the year ended December 31, 2020, will need to comply with several new rules and pieces of SEC guidance.
World’s Largest Asset Manager Urges More Disclosure on Climate Change, Foresees Transition to ‘Net Zero’ Economy
According to BlackRock, the world’s largest asset manager, climate risk is investment risk. In his most recent annual letter to CEOs of the companies in BlackRock’s portfolio, BlackRock CEO Larry Fink states that “no issue ranks higher than climate change on our clients’ lists of priorities. They ask us about it nearly every day.”
The world has certainly changed since March 12, 2020, when The Ticker first noted rising interest in virtual shareholder meetings (VSMs) due to COVID-19. According to updated facts and figures recently released by Broadridge Financial Solutions, Inc. (Broadridge), 1,957 VSMs were held on the company’s platform in 2020, a 500 percent increase over 2019.