The Informed Board

In 2022, the U.S. restricted technology exports to China that might have military uses, and an executive order is expected soon limiting investments in certain Chinese tech companies. Skadden M&A partner Ann Beth Stebbins leads a discussion about the reasons for the rules and their impact on companies doing business in China. Joining her are Jessie Liu, a partner in Skadden’s White Collar Defense and Investigations Group, and partner Brian Egan of the firm’s National Security, CFIUS and International Trade Groups.Read the full summary of the conversation HERE.💡 Meet Your Host 💡Name: Ann Beth StebbinsTitle: Partner at SkaddenConnect: LinkedIn💡 Featured Guests 💡Name:  Jessie LiuTitle:  Partner at SkaddenConnect: LinkedInName:  Brian EganTitle:  Partner at SkaddenConnect: LinkedInConnect with Skadden☑️ Follow us on Twitter & LinkedIn.☑️ Subscribe to The Informed Board on Apple Podcasts, Spotify, Google Podcasts, or your favorite podcast app.☑️ Let us know what topics you would like to hear about on The Informed Board by reaching out to us at info@skadden.com.The Informed Board is a podcast by Skadden, Arps, Slate, Meagher & Flom LLP, and Affiliates. This podcast is provided for educational and informational purposes only and is not intended and should not be construed as legal advice. This podcast is considered advertising under applicable state laws.

The SEC’s Rule 14a-8, which gives shareholders the right to put proposals to a vote of other shareholders, was adopted to allow shareholders access to other shareholders and management, BlackRock Head of External Affairs Dalia Blass explained. But it came with some protections to prevent proposals that would be a waste of time, such as those that had little to do with the company’s business. Ahead of the 2022 proxy season, the SEC changed its approach, making it harder for companies to exclude shareholder proposals, even highly prescriptive or granular, micromanaging measures. Read the full summary of the conversation HERE.💡 Featured Guests 💡Dalia Blas - BlackRockMarc Gerber - SkaddenGabrielle Wolf - Innisfree M&AConnect with Skadden☑️ Follow us on Twitter & LinkedIn.☑️ Subscribe to The Informed Board on Apple Podcasts, Spotify, Google Podcasts, or your favorite podcast app.☑️ Let us know what topics you would like to hear about on The Informed Board by reaching out to us at info info@skadden.com.The Informed Board is a podcast by Skadden, Arps, Slate, Meagher & Flom LLP, and Affiliates. This podcast is provided for educational and informational purposes only and is not intended and should not be construed as legal advice. This podcast is considered advertising under applicable state laws.

In a move intended to “democratize” shareholder voting, several large index funds are giving their investors a say in how shares are voted, instead of leaving those choices to fund managers’ stewardship teams. In the pilot projects, aimed primarily at institutional investors, fund investors are given several options: to vote as the fund manager’s stewardship team recommends; to vote with management; to vote according to an advisor; or possibly some other formula to be administered by the fund manager.Read the full summary of the conversation HERE.💡 Meet Your Host 💡Name: Ann Beth StebbinsTitle: Partner at SkaddenConnect: LinkedIn💡 Featured Guests 💡Dalia Blas - BlackRockMarc Gerber - SkaddenGabrielle Wolf - Innisfree M&AConnect with Skadden☑️ Follow us on Twitter & LinkedIn.☑️ Subscribe to The Informed Board on Apple Podcasts, Spotify, Google Podcasts, or your favorite podcast app.☑️ Let us know what topics you would like to hear about on The Informed Board by reaching out to us at info info@skadden.com.The Informed Board is a podcast by Skadden, Arps, Slate, Meagher & Flom LLP, and Affiliates. This podcast is provided for educational and informational purposes only and is not intended and should not be construed as legal advice. This podcast is considered advertising under applicable state laws.

Skadden partners Ann Beth Stebbins and Ki Hong, Joele Frank partner Jamie Moser and the chief people officer of Duck Creek Technologies, Courtney Townsend, discuss the demands companies face to take positions on political and social issues and growing scrutiny of corporate political contributions.Corporate culture is important to today’s work force, and employees often expect their employers to speak out on political and social issues that are important to them. Employees are also increasingly aware of a company’s political contributions.Understanding employee perspectives on issues that are important to them is vital, says Townsend. Management can stay in touch with the employee base through surveys, round tables or on-to-one conversations, for example. What is important to employees has become important to the business. It is increasingly difficult for a company to avoid weighing in on political and social issues, even if  those issues do not directly affect its operations. But a company needs to have a policy to guide decisions about which issues it will address.Four factors are driving the pressure from employees, says Joele Frank partner Jamie Moser. First, a new generation of workers wants to produce and consume products and work in an environment aligned with their values. Second, social media has increased the visibility of political and social issues and made the need to respond seem more urgent. Third, political polarization has intensified the emotions around issues. Finally, the rise in importance of ESG factors across society has heightened employee interest in such matters. When it comes to political donations, scrutiny has increased dramatically since 2015, Hong says. Companies therefore need to balance the views of stakeholders with the consequences of making contributions and taking positions on controversial issues. He notes that taking  positions on social and political issues, if not carefully thought through, could cause the company to lose business. Moser and Hong emphasize that businesses need to anticipate the types of issues on which they may be asked to take a position and decide which issues warrant a public position and which do not. Advance planning is essential. You do not want to be formulating your strategy in the middle of a media storm, they stress.Sometimes responding to a political issue requires a company to first research logistical questions, Moser points out. That was true when the U.S. Supreme Court delivered its decision in the Dobbs case regarding abortion rights. Companies had to sort out insurance and various legal questions before responding to employees’ concerns about the decision’s impact on them. In such circumstances, to maintain credibility, leadership should communicate that the company is addressing the issue and, if possible, how the company is approaching the matter even if it cannot immediately provide answers, Moser advises.Companies can face very different business consequences for their positions on political and social issues depending on the jurisdiction, Hong notes. For example, Texas passed a law barring the state from doing business with companies that take positions in opposition to fossil fuels, and Cook County, Illinois may require its vendors to offer abortion coverage to their employees. On any given issue, satisfying all stakeholders may not be possible, Hong warns. Related to these issues, directors who come up for election soon could find more attention being paid to them as individuals — not just as members of a slate — because of the introduction this proxy season of the “universal proxy card” , making it easier for shareholders to choose individual directors, Moser explains. That could lead activists and others to conduct research on the statements and political contributions of directors, in an effort to challenge their board candidacy. 💡 Meet Your Host 💡Name: Ann Beth StebbinsTitle: Partner at SkaddenSpecialty: Ann Beth is a partner in Skadden’s Mergers and Acquisitions Group, based in New York. She spent eight years in Skadden’s London office and has been involved in many cross-border transactions representing acquirers, targets and financial advisors. She was recognized as an Outstanding Women Leader by Georgetown University Law Center and was the 2018 recipient of the John Carroll Award, the highest honor bestowed upon a Georgetown alumnus. She also was named as one of The American Lawyer’s 2020 Dealmakers of the Year, Woman Dealmaker of the Year by The M&A Advisor and one of the Lawdragon 500 Leading Lawyers in America.Connect: LinkedIn💡Featured Guests 💡Name: Courtney TownsendWhat she does: Courtney is the chief people officer of Duck Creek Technologies and is responsible for developing and executing the company’s HR strategy and plan. With more than 15 years of HR experience, Courtney leads culture development, inclusion and diversity, succession planning, talent management, change management, and organizational and performance management.Organization: Duck Creek TechnologiesSound bite: “I think that the expectation from a lot of employees is that we do take a stance on certain things that are happening out there. I think that companies … need to decide what is important for them to speak about externally, specifically, and what is not.”Connect: LinkedIn Name: Jamie MoserWhat she does: As a partner at Joele Frank, Wilkinson Brimmer Katcher, Jamie helps companies identify their communication challenges and develop and implement plans to improve. Jamie provides strategic counsel and support with investor and public relations, crisis communications, M&A, spin-offs and shareholder activism. Organization: Joele Frank, Wilkinson Brimmer KatcherSound bite: “It's important for companies to create a heat map as they think about the various issues — the social, the political, the internal, any number of issues — that could impact how employees engage and interact with their employer, how they feel about their company, and, therefore, how they project to the world how they feel about the company.” Connect: LinkedInName: Ki HongWhat he does: Ki Hong is a Skadden partner and head of its Political Law Group. He is responsible for advising major corporations on government affairs and government procurement activity, such as federal and state campaign finance, lobbying, gifts, ethics and conflict-of-interest laws.Organization: SkaddenSound bite: “[T]he important thing is to…, in advance, … come up with a line where you’re going to weigh in and what you’re not going to weigh in on, and then stick with it. You don’t want to be making this decision during a media storm. That’s when some of the bigger mistakes get made.”Connect: LinkedInSee current and past Informed Board articles here.

In this inaugural episode of “The Informed Board” podcast, Skadden partners Maria Raptis and Raquel Fox join our host Ann Beth Stebbins to discuss changing approaches to antitrust and securities regulation in Washington. They talk about new priorities in antitrust enforcement, new disclosure initiatives by the Securities and Exchange Commission (SEC), and the obstacles that could hinder regulatory rulemaking. Since President Biden took office, there has been a shift in Washington. The administration’s policies were no surprise; the president campaigned on them. But the ways in which regulatory agencies have been harnessed to pursue the administration’s objectives is new: broadly exercising their review authority and proposing a host of new regulations with expansive goals unrelated to their traditional mandates. In part, this reflects the difficulty of passing legislation in areas that are priorities for the administration. In antitrust, the focus has broadened under the Biden administration. Top officials believe that antitrust enforcement has been too lax, leading to too much consolidation and too much concentration of economic power. Antitrust officials contend that the consumer welfare criteria that have dominated antitrust analysis for the past 50 years are too narrow, and that antitrust laws give antitrust agencies a broader mandate to consider the impact of mergers on workers and small business.However, Maria says we’re unlikely to see a sea change in antitrust law anytime soon unless legislation is passed to change the legal standards and make it easier for the FTC and the Department of Justice to challenge mergers. Despite antitrust regulators’ ambitious goals, there are many obstacles to swift, sizeable change, including many decades of court precedent that focus on consumer welfare tests.On the SEC side, for the first time in many years, the agency’s rulemaking resources are not devoted to congressionally mandated regulations, so the commission can take up broader issues prioritized by the White House, including climate change and human capital. The SEC recently proposed new rules requiring detailed climate disclosure, and we expect proposed rules requiring additional workforce-related disclosures before the end of the year. But, like the new antitrust policies, the SEC’s initiatives may be challenged in court. Critics say the climate disclosures would require costly outside audits and attestations, as well as complex greenhouse gas measurements, Raquel explains. The proposed rules might be challenged either on the ground that the costs outweigh the benefits or that, with no explicit legislative mandate, the proposed disclosure requirements are beyond the SEC’s remit.💡 Meet Your Host 💡Name: Ann Beth StebbinsTitle: Partner at SkaddenConnect: LinkedIn💡 Featured Guests 💡Name: Maria RaptisOrganization: SkaddenConnect: LinkedInName: Raquel FoxOrganization: SkaddenConnect: LinkedInSee current and past Informed Board articles here.Connect with Skadden☑️ Follow us on Twitter & LinkedIn.☑️ Subscribe to The Informed Board on Apple Podcasts, Spotify, Google Podcasts, or your favorite podcast app.☑️ Let us know what topics you would like to hear about on The Informed Board by reaching out to us at info info@skadden.com.The Informed Board is a podcast by Skadden, Arps, Slate, Meagher & Flom LLP, and Affiliates. This podcast is provided for educational and informational purposes only and is not intended and should not be construed as legal advice. This podcast is considered advertising under applicable state laws.

From Skadden, The Informed Board is a podcast for directors facing the rapidly evolving challenges of a global market. A complement to our newsletter for directors, our aim with this podcast is to help flag potential problems that may not be fully appreciated, explain trends, share our observations and give directors practical guidance without a lot of legal jargon.Join Skadden partners who draw on years of front-line experience inside boardrooms to explore the complex issues facing directors today.If you like what you’re hearing, be sure to subscribe to your favorite podcast app so you don’t miss any future conversations. Additional information about Skadden can be found at Skadden.com.The Informed Board is a podcast by Skadden, Arps, Slate, Meagher & Flom LLP, and Affiliates. This podcast is provided for educational and informational purposes only and is not intended and should not be construed as legal advice. This podcast is considered advertising under applicable state laws.