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ARTICLE · 25 MAY 2023

SEC No-Action Letters On Proxy Materials And Other Developments Reinforce Commission-Wide Commitment To ESG

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Any doubts about the commitment of the Securities and Exchange Commission (SEC or Commission) to environmental and social governance (ESG) disappeared in recent months...

United StatesCorporate/Commercial Law
Danette R. Edwards
Danette R. Edwards
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Any doubts about the commitment of the Securities and Exchange Commission (SEC or Commission) to environmental and social governance (ESG) disappeared in recent months, as its Division of Corporation Finance (DCF) slammed the door on requests by prominent issuers to exclude shareholder proxy proposals related to human rights, diversity, equity and inclusion ("DEI"), and climate change.

Read in isolation, the DCF decisions, which were memorialized in no-action letters from the SEC staff (Staff), may not seem groundbreaking. But when considered alongside other SEC activity, including (1) the growing number of ESG-focused comments from DCF, (2) numerous public statements about the importance of ESG by high-ranking SEC officials, (3) the SEC's recent $55.9 million settlement with Vale SA regarding its sustainability reports and ESG disclosures, and (4) the anticipated release of the final SEC rule on climate-related disclosures, the DCF proxy rulings reflect an

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