Background Materials
March 2023 Roundtable
I. Engagement in the 2023 Season
A. The 2023 Proxy Season: Current Expectations
- Preparing for the 2023 Proxy Season, Morrison Foerster LLP, January 2023
- Factors That Will Impact Proxy Season 2023 Broadridge, February 2023
B. The 2023 Proxy Season: Investor Priorities
- 2022 Investor Voting Report Georgeson, February 2023
- How Have the Top U.S. Asset Managers Voted in 2022? Morningstar, February 2023
- Investment Stewardship Global Principles 2023 BlackRock, January 2023
- Proxy voting policy for U.S. portfolio companies Vanguard, February 2023
- Making It Plain: SSGA Asset Stewardship Approach, State Street Global Advisors, October 2022
II. Developments in Engagement and Legal and Institutional Arrangements
A. Universal Proxy
- Preparing for the 2023 Proxy Season in the Era of Universal Proxy, Wachtell Lipton Rosen & Katz, November 2022
- Universal Proxy Creates New Type of Proxy Fight, FTI Consulting, November 2022
- (Much Too Early) Observations on the Universal Proxy Card, Schulte, Rothe, & Zabel, February 2023
- An Auspicious Start for Universal Proxy, The Activist Investor, March 2023
- The Universal Proxy: An Early Look, Broadridge, February 2023
- Musings and Questions about the Universal Proxy Card, Innisfree M&A, Inc., March 2023
B. Advance nomination bylaws
- Open Letter to Directors and Activists Regarding Amendments to Advance Notice Bylaws, Olshan, Frome, & Wolosky, November 2022
- Bylaw Amendments, Shareholder Activism, and Flying Close to the Sun, Sidley Austin, November 2022
- Delaware Courts Provide Guidance on Incumbent Board Enforcement of Advance Notice Bylaws, Skadden, January 2023
C. The state of pass-through voting
- Outlook for Activism in 2023, Cleary Gottlieb Steen & Hamilton LLP, February 2023
- Factors That Will Impact Proxy Season 2023, Broadridge, February 2023
D. Officers’ Liability
- Exculpation of Personal Liability Expanded to Include Certain Corporate Officers, Skadden, Arps, Slate, Meagher & Flom LLP, December 2022
- Corporate Officers, Not Just Directors, Can Be Liable for Duty of Oversight Violations, Simpson Thacher & Bartlett LLP, February 2023
- To Exculpate, or Not to Exculpate: Is It Even a Question?, Freshfields Bruckhaus Deringer LLP, March 2023
III. Compensation
A. Compensation in the 2023 proxy season
- Compensation Season 2023, Wachtell Lipton Rosen & Katz, January 2023
- Executive Compensation Considerations in the 2023 Reporting Season, Skadden, Arps, Slate, Meagher & Flom LLP, December 2022
B. ESG-Based Compensation
- Linking Executive Compensation to ESG Performance, The Conference Board, November 2022
- ESG and Incentive Compensation Plans: Are Investors Satisfied?, Shearman & Sterling, December 2022
IV. ESG
A. The Backlash against ESG
- Update on ESG, Stakeholder Governance, and Corporate Purpose, Wachtell Lipton Rosen & Katz, January 2023
- The Flaw in Anti-ESG Logic: Financial Interests of Companies Like Meta Don’t Always Align with Those of Its Shareholders, Shareholder Commons, December 2022
- The Liability Trap: Why the ALEC Anti-ESG Bills Create a Legal Quagmire for Fiduciaries Connected with Public Pensions, Berger, Webber, Young, February 2023
- The ESG Fiduciary Gap, Strive Asset Management, October 2022
- Fiduciary Duties of Public Pension Systems and Registered Investment Advisors, Strive Asset Management, March 2023
- ESG Battlegrounds: How the States Are Shaping the Regulatory Landscape in the U.S., Simpson Thacher & Bartlett LLP, March 2023
B. Race equity audits
- Shareholder Voting Trends (2018-2022), The Conference Board, November 2022
- DEI Initiatives under Attack by Activists, Orrick. Herrington, & Sutcliffe, October 2022
- Glass Lewis 2023 Policies Guidelines – ESG Initiatives, Glass Lewis, November 2022
C. Carbon emissions and Climate Board accountability
- ISS Issues Benchmark Policy Updates for 2023, Cooley LLP, December 2022
- Glass Lewis 2023 Policies Guidelines – ESG Initiatives, Glass Lewis, November 2022
D. Human Capital Management disclosure
- Prioritizing Human Capital — Modern Challenges and the Board’s Role, Deloitte, January 2023
- The Top 15 Anticipated ESG-Related Considerations That Will Influence Strategy in 2023, Pickering, December 2022
E. EU final ESG reporting rules
- ESG: EU Regulatory Change and Its Implications, BNY Mellon, February 2023
- EU Finalizes ESG Reporting Rules with International Impacts, Sullivan & Cromwell, January 2023
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