News
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The week in GRC: SEC drops defense of climate disclosure rule and Delaware governor signs law reforms
This week’s governance, compliance and risk-management stories from around the web – The SEC voted to end its defense of the agency’s climate risk disclosure rule changes. Acting chair Mark Uyeda said in a statement: ‘The goal of today’s commission action and notification to the court is to cease the commission’s involvement in the defense of the costly and unnecessarily intrusive climate change disclosure rules.’ Following the vote, SEC staffer sent a letter to the Eighth Circuit Court of Appeals stating that the commission withdraws its defense of the rules and that SEC lawyers are no longer authorized to advance…
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Governance Intelligence invites professionals to join survey on director training
Survey data will be used to provide benchmarking insights Companies and their boards face an array of demanding and often unprecedented challenges in 2025. These range from unpredictable tariffs and global and domestic political tensions to a shifting regulatory environment, evolving investor expectations, pressures around diversity initiatives and technological developments such as AI. Directors cannot be experts on every topic or new risk area, which is why it is essential this year more than ever that corporate secretaries and other governance professionals provide their boards with the most effective education and training to help them mitigate evolving risks and take…
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SEC releases decisions on DEI proposals under new 14a-8 guidance
Agency’s approach in this area likely to attract attention The SEC’s initial decisions on whether companies may exclude shareholder proposals under new guidance continue to suggest no blanket indicators of how the agency’s staff will land on certain topics – including in the high-profile diversity, equity and inclusion (DEI) space. That’s according to another provisional analysis by Governance Intelligence of 14a-8 decisions published by the division of corporation finance since it released Staff Legal Bulletin (SLB) No 14M on February 12. It suggests that – as with companies’ arguments that proposals may be excluded because they relate to their ‘ordinary…
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Union Pacific names new legal chief
Christina Conlin succeeds Craig Richardson, who is retiring Union Pacific Railroad has appointed Christina Conlin as senior vice president, chief legal officer (CLO) and corporate secretary. In that role she will oversee all aspects of the company’s legal affairs, including commercial transactions and litigation, labor and employment and regulatory matters. She will also lead Union Pacific’s claims management team. Conlin succeeds Craig Richardson, who will retire at the end of March. She joined Union Pacific in December as senior vice president and deputy general counsel. Conlin was previously chief risk officer and associate general counsel with The Goodyear Tire& Rubber…
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TPG appoints Debevoise attorney as new legal chief
Jennifer Chu will join the asset manager at the end of the month Nasdaq-listed alternative asset management firm TPG has hired Jennifer Chu to become partner, chief legal officer and general counsel, effective March 31. Chu will succeed Bradford Berenson, who will remain at TPG as a senior adviser before retiring from the firm at the end of the year. Chu will join TPG from Debevoise & Plimpton, where she has been deputy co-chair of the law firm’s M&A group and a member of its private equity group and healthcare and life sciences group. According to her profile, she has…
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The week in GRC: SBTi proposes change to net-zero standard and Starboard Value launches boardroom battle at Autodesk
This week’s governance, compliance and risk-management stories from around the web – Reuters reported that UBS has dropped references to establishing women in management roles and hiring employees from ethnic minority backgrounds from its 2024 annual report, instead focusing on meritocracy. UBS had said in its previous annual report that it aspired to staff 30 percent of global roles at director level and above with women by 2025. It also aimed to hire more people from ethnic minority backgrounds to make up 18.8 percent of US financial and client advisers by 2025, up from 12.2 percent in 2023. The diversity…
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Cummins CAO and former general counsel to retire
Sharon Barner has been with the firm since 2012 Cummins’ chief administrative officer (CAO) and former general counsel Sharon Barner is retiring, effective May 31. Her replacement will be named in the coming weeks, according to the company. Barner joined Cummins in 2012 as vice president, general counsel and corporate secretary, a position she held until 2021 when she became the firm’s CAO. Over the last four years she has been in charge of 12 corporate functions including, according to her LinkedIn profile, regulatory affairs and product compliance, government relations, corporate responsibility, global enterprise risk, ethics and compliance, global investigations…
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Domino’s looks in-house for next general counsel
Ryan Mulally has been with the company since 2008 Domino’s Pizza has promoted Ryan Mulally to become executive vice president, general counsel and corporate secretary, effective March 15. He reports to Domino’s CEO Russell Weiner. Mulally had previously been vice president and assistant general counsel since 2018, having joined the company in 2008. During his tenure, his work has included leading Domino’s litigation team and having responsibility for franchise and corporate standards. According to his LinkedIn profile, he was initially labor and employment counsel with the firm before becoming director of corporate counsel in 2011, then taking on his most…
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The week in GRC: J&J and Lilly increased spending on executive security in 2024 and Republican bill targets EU ESG rules
This week’s governance, compliance and risk-management stories from around the web – Reuters reported that, according to people familiar with the matter, Anson Funds is preparing for a boardroom fight at Match Group and plans to nominate several directors to the online dating company’s 10-member board. Anson has been pressing the parent company of dating sites Tinder, Hinge and OkCupid for more than a year to rethink capital allocation, cut costs and consider a strategic review of its MG Asia business, the people said. The investor has also raised concerns about Match’s governance and pushed for management to refine its…
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New 14a-8 guidance is no lock on ‘ordinary business’ requests so far
Analysis of SEC decisions suggests companies may not always get what they want New SEC guidance does not seem to guarantee that companies will succeed in asking for the go-ahead to exclude shareholder proposals on the grounds that they relate to their ‘ordinary business operations.’ That’s according to a provisional analysis by Governance Intelligence of the roughly 60 14a-8 decisions handed down by the division of corporation finance since it released Staff Legal Bulletin (SLB) No 14M on February 12. It suggests that any changes in the division’s approach to no-action requests may not be as black-and-white as some companies…