What Does 2024 Have in Store for Public Companies? Rules on Climate-Change, Cybersecurity, Shareholder Proposals – and More.

2 minute read | January.18.2024

The SEC has targeted finalizing rules on climate-change disclosure and shareholder proposals this year – and plans to propose rules on human capital improvement and corporate board diversity.

Public companies also should familiarize themselves with new cybersecurity disclosure guidance from the SEC, FBI and DOJ, Orrick’s J.T. Ho said in a “Timely Takes” podcast hosted by Corporate Counsel. J.T. appears on the podcast each month to share “J.T.’s Fast Five” – a report to help in-house leaders stay up to speed on the latest development in corporate governance and securities.

The SEC has set April as a target date to share final rules on climate-change disclosure and shareholder proposals, though the timing could change, J.T. said. The agency plans to share proposed rules on human capital management and Regulation D and Form D improvements in the spring, with proposed rules on corporate board diversity and Rule 144 holding period targeted for the fall.

He discussed other “hot topics” in securities law and corporate governance, including:

Reporting considerations related to the war between Israel and Hamas.
- Public companies should review the SEC guidance on the war in Ukraine related to risk factors, MD&A and other considerations.
- “One question that we get a lot from clients is, ‘How should we be responding to this conflict between Israel and Hamas right now in terms of our public disclosures?” he said. “My practical piece of advice is to look at the guidance that the SEC put out with respect to the Ukraine war.”
ISS's Updated Proxy Voting Guidelines and FAQs
- The guidelines address proposals related to “say on pay” and executive severance.

Listen to the podcast

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J. T. Ho Partner, Head of Orrick’s Public Company Advisory practice, Corporate Governance, Capital Markets

San Francisco

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D:+1 415 773 5624
E: [email protected]

Practice:

Corporate Governance
Capital Markets
Compensation & Benefits
Environmental, Social & Corporate Governance (ESG)
Responsible Business

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J. T. Ho Partner, Head of Orrick’s Public Company Advisory practice

San Francisco

Corporate Governance. J.T. counsels companies on Board and committee oversight, assessment, independence and composition issues. He also helps companies to develop effective shareholder engagement programs and governance-related disclosures, and understand and consider the views of proxy advisors, shareholders, and other stakeholders in their decision making.

Securities Reporting. On the securities front, he focuses on advising clients in connection with securities offerings, proxy statements, periodic SEC reports, stock exchange listing obligations, stock repurchases and the sale and reporting of securities by insiders. He regularly counsels companies on difficult and emerging disclosure issues and provides training on disclosure best practices.

Shareholder Activism. J.T. has helped many companies successfully navigate shareholder proposals and activism campaigns through leveraging his knowledge of shareholder perspectives and securities laws. He also helped many companies identify and address potential activist threats through adopting reasonable defenses, collaborating on effective shareholding engagement and communication strategies and addressing risk oversight issues.

Executive Compensation and Succession Planning. J.T. advises on compensation committee matters and related disclosures, executive transitions, and succession planning. He also advises on the design of cash and equity incentive plans, and has helped over a dozen companies remediate failed or low "say on pay" votes.

Sustainability. J.T. helps companies identify and understand the risks and opportunities associated with sustainability initiatives and disclosures and incorporate sustainability into their overall business strategy and executive incentive plans. More recently, he has helped companies navigate ESG-focused proposals and activism issues and the growing anti-ESG movement.

J.T. serves on the advisory board of The Corporate Counsel and hosts “J.T. Ho's Fast Five,” a monthly podcast on The Corporate Counsel where J.T. covers the five new things public companies ought to know each month. J. T. also hosts "Understanding Activism," a podcast on Deal Lawyers and Corporate Counsel that focuses on different perspectives on shareholder activism.

He has presented at notable conferences sponsored by The Corporate Counsel, the Securities Regulation Institute, The Rock Center for Corporate Governance, the Society for Corporate Governance, the ABA, the Practical Law Institute, Compensation Standards, Practical ESG, National Investor Relations Institute and NASPP. He is recognized as a Next Generation Partner by Legal 500, as one of the Ones to Watch® Best Lawyers in America, and was named a Rising Star by Super Lawyers in 2018, 2019, 2020, 2021 and 2022.