Regulatory & Compliance

This week’s governance, compliance and risk-management stories from around the web – CNBC reported that CVS Health reached a deal with investor Glenview Capital for four board seats. Glenview CEO Larry Robbins will join the CVS board effective immediately, alongside three other directors, which CVS said emerged from a ‘productive discussion’ with Glenview. CVS’ board will expand to 16 members. ‘In our discussions with the leadership at Glenview, we agreed that we can deliver greater value from our integrated businesses to all of our stakeholders,’ CVS chair Roger Farah said in a release. The other new directors are Leslie Norwalk,…

This week’s governance, compliance and risk-management stories from around the web – The Wall Street Journal (paywall) reported that a California judge is allowing the state’s carbon emissions disclosure requirements to move forward as planned – for now. US District Otis Wright said he needs more information before he can decide whether the reporting regime California intends to install violates companies’ First Amendment rights against compelled speech. The US Chamber of Commerce and other trade groups sued the state of California aiming to overturn two laws that will require large businesses to disclose detailed information on their carbon emissions and…

With early voting underway and election day looming in one of the closest presidential races in recent history, we look at what companies can expect from Kamala Harris or a second round of Donald Trump ‘I think we can safely say the situation is as clear as mud,’ says Charley Grant, editorial and media access director at AlphaSense, in a statement that neatly sums up the campaign landscape – even as we close in on November 5. In an election where neither candidate has a significant lead, it is expected that narrow victories in a handful of swing states will…

Carrie Christopher speaks ahead of the upcoming event in New York hosted by Governance Intelligence and IR Magazine Air Products and Chemicals, an industrial gases company with a market capitalization of more than $70 bn, has asked the SEC for the green light to exclude from its next proxy statement a shareholder proposal seeking information about its lobbying. The proponent, John Chevedden, has filed a resolution asking that Air Products produce a report each year disclosing: ‘[Its] policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications ‘[Its] payments used for (a) direct or indirect lobbying or…

Brad Bondi and Michael Wheatley discuss the impact of SEC vs Jarkesy on enforcement by the SEC and other federal agencies On June27, 2024 the US Supreme Court held in SEC vs Jarkesy that the SEC must bring an action in federal court whenever it seeks a civil penalty in connection with a claim of securities fraud. Congress had authorized the SEC to obtain civil penalties through litigation brought either in federal court or before the agency’s own in-house tribunals. But the court concluded that the Seventh Amendment affords defendants in such matters the right to a jury trial before…

This week’s governance, compliance and risk-management stories from around the web – The Wall Street Journal (paywall) reported that according to people familiar with the matter, activist investor Starboard Value has taken a roughly $1 bn stake in Pfizer and wants the pharmaceuticals company to make changes to improve its performance: its share price has been roughly cut in half from its record high in late 2021 after the company delivered the world’s first Covid-19 vaccine. Starboard has approached two former Pfizer executives, Ian Read and Frank D’Amelio, to aid in its efforts, and they have expressed interest in helping,…

SEC alleges ex-chair did not tell board of friendship with executive James Craigie, a former CEO, chair and board member of Church & Dwight, has agreed to settle SEC allegations that he violated proxy disclosure rules. According to the SEC, Craigie stood for election as an independent director without telling the board that he had a close personal friendship with a senior Church & Dwight executive, in doing so causing two of the company’s proxy statements to contain materially misleading statements. Craigie, who did not admit or deny wrongdoing, agreed to pay a civil penalty of $175,000 and be subject…

This week’s governance, compliance and risk-management stories from around the web – According to The Wall Street Journal (paywall), California’s plans to require the world’s largest companies to report on their carbon emissions is inching forward despite legal challenges from opponents and waning enthusiasm for ESG goals in some quarters. Despite those challenges, many companies seem to accept that they will eventually have to engage in the difficult and potentially costly exercise of tracking emissions. The law’s main backer, California state Senator Scott Wiener, called it a ‘first in the nation’ carbon disclosure law, meant to be a step toward…

This week’s governance, compliance and risk-management stories from around the web – CNBC reported that California Attorney General Rob Bonta sued ExxonMobil, alleging that the company had for decades waged a ‘campaign of deception’ to mislead consumers and convince them that recycling was a viable solution for plastic waste. The lawsuit says ExxonMobil promoted recycling as a ‘cure-all for plastic waste,’ even though the company knew that plastic would be difficult to eradicate and that certain methods of recycling could not process much of the waste produced. It also alleges that ExxonMobil violated state regulations over water pollution and misleading…

This week’s governance, compliance and risk-management stories from around the web – Reuters (paywall) reported that according to a person familiar with the matter, Elliott Investment Management now holds 10 percent of Southwest Airlines common stock, crossing the threshold that allows the hedge fund firm to call a special meeting at the company. The two sides are scheduled to meet on September 9 to discuss ways to solve problems that have contributed to Southwest’s stock declining over the last three years. Elliott has demanded that Southwest CEO Robert Jordan and executive chair Gary Kelly be removed. It has also laid…