The following post was originally included as part of our recently published memorandum “Selected Issues for Boards of Directors in 2021”. Diversity has long been a focus for both companies and stakeholders, but 2020 in particular saw diversity come to the forefront of stakeholders’ agendas. Against the backdrop of the ongoing COVID-19 pandemic and its disparate impacts on human capital, alongside increased focus on racial equity and justice and related unrest, we have…

The following post was originally included as part of our recently published memorandum “Selected Issues for Boards of Directors in 2021”. In 2020, the COVID-19 pandemic, economic uncertainty, divisive politics and a historic social justice movement presented unprecedented challenges for boards. While the pandemic eliminated the concept of an in-person boardroom, as well as investor site visits, one-on-one meetings at conferences and strategy retreats, work did not slow, and most directors reported devoting…

The following post was originally included as part of our recently published memorandum “Selected Issues for Boards of Directors in 2021”. For companies and boards managing crises or cross-border matters, the COVID-19 pandemic has brought unprecedented challenges that in many ways fundamentally change how we think of crisis management. However, managing through COVID-19 has illustrated the importance of many of the fundamentals that underpin good crisis planning and management in any environment: preparedness,…

The following post was originally included as part of our recently published memorandum “Selected Issues for Boards of Directors in 2021”. The focus on environmental, social and governance (ESG) matters at public companies continues to grow despite, or perhaps in part because of, the COVID-19 pandemic. ESG continues to mean many things, including company considerations around sustainability, diversity, human capital, corporate purpose and governance. While best practices, disclosure requirements and ESG ratings are…

At the end of last year, Institutional Shareholder Services (“ISS”) released a handful of updated FAQs on equity compensation plans and compensation policies as well as a slightly updated pay-for-performance mechanics statement; there were no substantive changes to the peer group FAQs.[1] In addition to providing the 2021 Burn Rate Benchmarks for ISS equity plan evaluation (which are effective for shareholder meetings on or after February 1, 2021), the updates address questions regarding the…

We are pleased to bring you a substantial update to “Going Public: A Guide to U.S. IPOs for Founders, Officers, Directors and Other Market Participants,” which provides a complete overview of the U.S. IPO process for these and other market participants. This edition expands on developments relating to: Environmental, Social, and Governance (ESG) trends Direct listings “Testing the waters” Roadshows in the COVID-19 era This alert memo is adapted from Adam E. Fleisher & Sophie…

The 2020 ‘perfect storm’ of global economic fallout caused by the COVID-19 pandemic, renewed global political focus on the Black Lives Matter movement and the workers of the gig economy, plus the pall of smoke from unprecedented wildfires on five continents, is reinvigorating scrutiny from consumers, regulators and employees on ecological and social sustainability considerations, providing fresh impetus to sustainable finance. Regulatory developments are moving in tandem, particularly with respect to ESG labelling and transparency…