
Hindenburg’s Latest Fraud Target: Block (Formerly Square)
Infamous short seller and “forensic financial” researcher Hindenburg Research probably strikes fear in the heart of any company it targets – along with its investors and management. They have a great deal of impact on the market when they release...

Private Equity’s Rush to Net Zero Threatens Decarbonization
[Ed. note: Thanks to Zach for additional background research and helping me wrap this one up.] One of the more fascinating perspectives on investor’s push Net Zero came earlier this week from New Private Markets. At the Infrastructure Investor Network...

SEC Corp Fin Targets Climate in 10-Ks/10-Qs
On Tuesday, Liz blogged on TheCorporateCounsel.net about a recent PwC analysis of Corp Fin’s 2022 disclosure review activity. According to PwC, climate disclosure is now in the “top 3” topics drawing comments from SEC on Form 10-K & 10-Q filings – a trend...

The U.S. ESG Regulatory Chaos
In the U.S., we’re used to a decentralized and chaotic approach to sustainability legislation and regulation. Between the current politicization of ESG, individual state laws, various federal agency rules and a myriad of industry programs, some officials are reaching for...

The Case for Psychological Safety
Early in my career, I was excited to land a job at a top mortgage bank, but just a few weeks in, I observed a culture of backbiting and people-pleasing. I also noticed that the company struggled to retain new...

ESG in the News: Analysis of CorpFin comment letters on ESG/climate disclosures; 18-state anti-ESG alliance formed; no Scope 3 for Shell
The week of March 13-17 was quite a week for ESG news. Although the SVB failure was part of it, there was a whole lot of other shakin’ goin’ on. United States Corporate climate assumptions Anti-ESG movement Private equity Investor...

“Wokeness”is Scapegoat for SVB’s Failure: How You Can Prevent That in Your Company
[Ed. note: ESG in The News will be published tomorrow.] “People worry about ‘G’ only in a crisis, no one talks about ‘G’ when stock prices are going up.” Shivaram Rajgopal, Accounting professor Columbia University A few weeks and a...

SEC Sets the Stage for Formal ESG Disclosure Controls
I’ve written many times about the typical lack of robust internal data verification and disclosure controls for ESG reports in comparison to financial data and reports. Since ESG reporting is voluntary in the U.S. at the moment, there is an...

Episode 4 of ABCs of ESG Podcast Series Now Available
Our fourth installment of our 10-part podcast series “ABCs of ESG” is now live on our website. In this episode, I sit down with Meredith Ervine, Editor of TheCorporateCounsel.net. We discuss the wide variety of advisors in the ESG space and...

Are the IRA’s Green Tax Credits in Peril?
The Inflation Reduction Act (IRA) became U.S. law in 2022. The sweeping spending bill included many provisions aimed at advancing climate and environmental goals through the use of tax credits. Using tax benefits as incentives for encouraging certain behaviors is...

Lessons from Heineken’s Russian Growth Backlash
[Ed. note: This blog was originally written for us by our research intern Tristin Young.] Heineken, the Dutch beer company, has faced unwanted attention over the last several months due to their on-going operations in Russia, and things do not...

Say This Instead: Replacing “Man Up” and “Guys”
Our conversations are riddled with gendered phrases that center everyday language around men and masculinity. We use these phrases casually, and it’s time we find other ways to get points across that embrace all genders and don’t make assumptions based...

Episode 3 of ABCs of ESG Podcast Series Now Available
Our third installment of our 10-part podcast series “ABCs of ESG” is now live on our website. Episode 3: ESG Disclosures In this podcast, we discuss basics of ESG disclosures – background and why companies choose to publish ESG reports,...

ESG in the News: Private Equity questions ESG; P&G, Lufthansa, DWS face new greenwashing claims
Noteworthy ESG news items for the week of March 6 – 10, 2023. United States Corporate climate assumptions Real estate Private equity Investor activism GHG emissions Texas Anti-ESG movement Wyoming Anti-ESG movement EU Renewable energy Corporate climate assumptions UK Inflation...

Support May Be Waning for Scope 3 Emissions Disclosure in SEC Rule
Over on TheCorporateCounsel.net, John wrote that recent signs from Capitol Hill indicate support for including Scope 3 emissions in the SEC’s final GHG disclosure rule may be weakening. John said: He concluded with this observation: “But with recent reports suggesting that political...

Indonesian EV Minerals IPOs to Test Investors, Manufacturers, Climate and Human Rights
According to Financial Times, Nickel companies are driving a record year for public listings in Indonesia, in a crucial test of investor enthusiasm for President Joko Widodo’s ambition to make the country a top participant in the global electric car...

New Resources Added to PESG
PracticalESG.com is excited to add two new resources to our collection. Our new guidebook “How to Conduct an ESG Materiality Assessment” is designed to help ESG practitioners understand the complex landscape of modern materiality and provides step-by-step instructions on how...

This Legal Argument OK’s Cheap Child Labor
You know the sensation you get when you whack your kneecap on that perfect spot and your brain immediately slams itself off and all sense of time, space and reality leaves you? I had that happen a couple days ago,...

A Flood of PFAS Litigation Takes Off in the US
Of all industries facing the possibility of major litigation for chemical content, food and beverages are two we would hope would be really low on the list. Yet major food and beverage companies around the US face federal class action...

Company Executives – Ask Your DEI Leader this Question
In light of the economic downturn, companies are slashing their workforce, and DEI teams are frequently some of the first to go. In addition, we’ve seen reports of how Chief Diversity Officers are being let down by their companies due...

ESG in the News: Child labor increases in US; Biden to veto DOL ESG rule rollback
Noteworthy ESG news updates for the week of February 27 – March 3, 2023. United States Anti-ESG movement Corporate climate assumptions Investor activism Child labor Mining Social risk Audit/assurance Accounting standards EU Renewable energy UK Sustainable finance Germany Corporate climate...

Hidden ESG Messages for Every Company in Warren Buffett’s Annual Letter 2023
Warren Buffett’s annual letter to Berkshire Hathaway shareholders was released this week. Part of this annual ritual includes many financial professionals poring over the letter and analyzing every word in an attempt to gain unique insights in The Oracle of...

More Companies Disclose Anti-ESG Trend as 10-K Risk Factor
[Ed. note: A brief history lesson – today is Texas Independence Day. The fight for independence from Mexico took a significant turn in February 1836 when around 200 Texan defenders, including American legend Davy Crockett, were besieged at the Alamo...

Are You Ready for the Surge of ESG in Private Markets?
While ESG is firmly established within many public companies, private markets have generally been further behind the curve. However, that may be changing. Private Equity International’s “Responsible Invest 2023” sheds light on key trends among Limited Partners (LPs) and General...

What is “Wokeness” Anyway?
The term “woke” gained traction after the police killing of Michael Brown in Ferguson, Missouri in 2014 where activists used the phrase “stay woke” to remind each other to keep watch for police brutality and unjust police tactics. In the...

New Podcast Series – The ABCs of ESG
PracticalESG.com is excited to bring you a new podcast series designed to help new ESG practitioners orient themselves to their role and to the ESG industry. Our new “ABC’s of ESG” series will cover basics of ESG over 10 episodes....

Updates on ESG and the Ohio Rail Disaster
A few interesting developments have happened in the short time since my post yesterday that focused on Norfolk Southern’s 10-K and ESG disclosures. The first – and biggest – thing is that the Pennsylvania governor is investigating whether criminal charges...
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Featured Q&A Members Only
“Leading” ESG disclosure framework?
What do you view as the leading ESG disclosure framework right now for US-based companies that have primarily US operations? If it’s TCFD, are there also elements of other frameworks that are important to know? If/when the SEC adopts climate disclosure rules, are there parts of these voluntary reporting frameworks that are also going to continue to be relevant? Thanks for any thoughts!
03/17/2023, Question #14628
Private SMEs and ESG
How are private SMEs thinking about ESG disclosures when the same ‘pressures’ from investors, or public markets or regulators may not be as pressing and given size/limited resources/other priorities figuring out what to focus on can be more challenging. What frameworks are companies using? How are they choosing what to prioritize vs. not?
06/7/2022, Question #9845
Sustainability report as additional soliciting material?
Pubco plans to send a copy of its 2021 sustainability (ESG) report to its stockholders with its proxy statement and annual report. The sustainability report is a stand-alone document discussing ESG matters that is posted on pubco’s website, and does not reference the annual meeting or the solicitation of proxies. Do you think the sustainability report would be considered additional soliciting material under Reg. 14A (and thus need to be filed with the SEC)? The definition of “solicitation” under Rule 14a-1 picks ups “communications to security holders under circumstances reasonably calculated to result in the procurement, withholding or revocation of a proxy.” The sustainability report itself does not purport to solicit proxies – I guess the real question is whether its delivery with the proxy materials creates enough of an implication to bring it within the rule.
If considered proxy materials, does it need to be posted on the company’s notice & access website that will have the proxy statement and annual report?
Thank you!
03/10/2022, Question #8175
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