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