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Gwen Williamson represents registered investment companies and their independent directors, as well as investment advisers, family offices, and nonprofit organizations. She advises clients on governance and compliance responsibilities under the federal securities laws, including the Investment Company Act of 1940 and the Investment Advisers Act of 1940. Gwen has significant experience in the ESG and principles-based investing space.

In part one of our four-part series, we discussed the U.S. Securities and Exchange Commission (SEC) ESG-related initiatives from 2019 to 2022 that preceded the burst of ESG-related enforcement and rulemaking activity in the first half of 2022. In this second part of the series, we explore this recent enforcement activity.

In the first half of 2022, we saw significant U.S. Securities and Exchange Commission (SEC) enforcement and rulemaking activity around ESG investing, and the SEC’s intense focus in this area shows no signs of abating as we move through the third quarter. In this four-post series we:

  • Summarize the 2019-2021 ESG-related initiatives at the SEC;
  • Review the SEC’s ESG-related enforcement activity in the asset management industry;
  • Outline the SEC’s May 2022 ESG-related rule proposals for funds and advisers; and
  • Suggest factors that mutual fund boards should consider in their oversight of ESG funds and adviser ESG initiatives.

On Monday, the SEC announced its much anticipated proposal on climate-related disclosure for public companies. As our colleague Allison Handy explains in her Public Chatter blog, the proposal would require disclosure on climate-related risks financial statement metrics, including information on greenhouse gas emissions, weather-related and other natural events, operational resilience, and the company’s climate-related transition

On February 10, 2022, the U.S. Securities and Exchange Commission (SEC) issued a settlement order with a firm providing digital investment advice that claimed to operate in compliance with Islamic Shari’ah law (the Robo-Adviser). The SEC’s titling of its own press release, “SEC Charges Robo-Adviser with Misleading Clients,” highlights the SEC’s continued focus on both robo-advisers since the Division of Examination’s November 2021 Risk Alert and the accuracy of fund and adviser communications around investment services based on norms, such as Sharia’ah law, and other environmental, social, and governance (ESG) factors since the Division’s April 2021 Risk Alert.

Our colleagues Kurt E. Linsenmayer and Cristopher D. Jones just issued an update on the U.S. Department of Labor’s proposal to change the standards for ERISA plan fiduciaries when evaluating investments or voting proxies. Their article discusses the proposed changes and their implications. The DOL’s proposal stands in stark contrast to the ESG-related rules adopted

Note: The following post originally appeared in Perkins Coie’s Public Chatter blog.

In the making for a long time, the SEC proposed rules yesterday that would change how mutual funds disclose their proxy voting – and would require institutional investors to disclose their say-on-pay voting records for the first time. Here’s the 174-page proposing release.

In Part 1 of this post, we focused on the July 7, 2021, recommendations for funds and advisers from the Diversity and Inclusion (D&I) Subcommittee of the SEC’s Asset Management Advisory Committee (AMAC). Here we cover the August 6, 2021, SEC order approving diversity disclosure rules proposed by The Nasdaq Stock Market LLC (Nasdaq) and the public responses of SEC Commissioners. Suffice it to say, the Commission is not of one mind.

In recent weeks two important regulatory developments focused on diversity and inclusion (D&I) have come out of the SEC: the D&I Subcommittee of the SEC’s Asset Management Advisory Committee (AMAC) presented and received approval for its recommendations, and the SEC issued an order approving rule changes proposed by The Nasdaq Stock Market LLC (Nasdaq) relating to board diversity. SEC Chair Gary Gensler and other commissioners have publicly supported the Subcommittee’s recommendations and the new Nasdaq rules. But these developments are not uniformly popular at the SEC.