Ben Maiden and Ben Ashwell
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SEC denies Travelers ’14-8 ‘micromanagement ’argument on climate proposal
Agency’s responses to no-action requests under increased scrutiny following new guidance The SEC has denied a request by The Travelers Companies for the go-ahead to exclude a shareholder proposal on its climate reporting. SEC decisions under the 14a-8 process are garnering particular attention this proxy season since the division of corporation finance released revised guidance, Staff Legal Bulletin (SLB) No 14M, on February 12. The new guidance rescinds SLB No 14L, which the division released in November 2021. Both bulletins focus on two possible bases for a company to argue that it may omit a proposal from its proxy statement:…
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Dropbox appoints successor legal chief
William Yoon was previously the company’s vice president for product counseling and privacy Dropbox has appointed William Yoon as the company’s new chief legal officer, effective March 28. According to an SEC filing, Yoon was previously the company’s vice president for product counseling and privacy and he succeeds Bart Volkmer as CLO. The filing states that Volkmer earlier this month notified the company of his decision to resign, effective March 28, after which he will be available as an adviser to the company through April to ensure a smooth transition. Yoon first joined Dropbox in 2013, when he founded the…
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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…