CLOs

February 14, 2025

As SEC sees it, we live in a Manichean world where allies are pliant, and anyone who is anything else, is an activist. No more engagement to offer a gentle nudge. "Investors that threaten to vote against directors' reelection if the company is not aligned with their stewardship policies or views on environmental, social or governance issues will not be considered passive and must instead file a Schedule 13D as activists, according to a new compliance and disclosure interpretation released by the SEC's Division of Corporation Finance this week.

As SEC sees it, we live in a Manichean world where allies are pliant, and anyone who is anything else, is an activist. No more engagement to offer a gentle nudge. “Investors that threaten to vote against directors’ reelection if the company is not aligned with their stewardship policies or views on environmental, social or governance issues will not be considered passive and must instead file a Schedule 13D as activists, according to a new compliance and disclosure interpretation released by the SEC’s Division of Corporation Finance this week.

January 27, 2025

"Whether they condone, condemn or ignore such comments, some dutiful and conscientious board members will paradoxically suffer personal reputational harm if aggrieved stakeholders feel betrayed."

Public comments made by Cleveland-Cliffs’ CEO and chair against Japan and Nippon Steel that appeared to reference the 1945 nuclear bombing of Hiroshima and Nagasaki drew swift condemnation and underscore the precariousness of trying to win favor with the incoming administration, sources told Agenda. […] “Over the next few years, we will see a lot of strategic cultural posturing by executives like Mr. Goncalves,” Kossovsky said. “Whether they condone, condemn or ignore such comments, some dutiful and conscientious board members will paradoxically suffer personal reputational harm if aggrieved stakeholders feel betrayed.”

December 4, 2024

Governance experts including the National Association of Corporate Directors and other authorities are encouraging boards to support management more closely in an "uncertain — and possibly volatile — environment," even at the risk of appearing to micromanage. But with engagement comes culpability for the reactions of already-angry stakeholders. Simply put, the costs of leaning into a reputation crisis may include the dispensation of board members whose personal losses will not be covered by D&O liability insurance. Board members need personal reputation insurance.

Governance experts including the National Association of Corporate Directors and other authorities are encouraging boards to support management more closely in an “uncertain — and possibly volatile — environment,” even at the risk of appearing to micromanage. But with engagement comes culpability for the reactions of already-angry stakeholders. Simply put, the costs of leaning into a reputation crisis may include the dispensation of board members whose personal losses will not be covered by D&O liability insurance. Board members need personal reputation insurance.

October 23, 2024

We often talk about how the essence of reputation risk is the risk of economic damage from a list of emotional disappointed stakeholders, usually wrapping up with social license holders. Here is a story of one such aggrieved group from Rockdale County, GA, which is trying to oust BioLab from its site after a devastating industrial fire. […] “We can no longer stand by and allow a corporation to continuously affect our current and future physical health, our mental health and our overall quality of life,” Rockdale County Commissioner Sherri Washington said.

We often talk about how the essence of reputation risk is the risk of economic damage from a list of emotional disappointed stakeholders, usually wrapping up with social license holders. Here is a story of one such aggrieved group from Rockdale County, GA, which is trying to oust BioLab from its site after a devastating industrial fire. […] “We can no longer stand by and allow a corporation to continuously affect our current and future physical health, our mental health and our overall quality of life,” Rockdale County Commissioner Sherri Washington said.

October 11, 2024

DOJ Hold Boards Accountable Risk Management. New enforcement plans outline expectations for data oversight, compliance expand the potential for reputation risk.

DOJ has updated its expectations expanding the potential for reputation risk. Under the new guidelines, prosecutors will consider whether companies have a process for identifying and managing emerging internal and external risks related to the use of new technologies, such as AI, and whether they are integrated into broader enterprise risk management practices.

September 14, 2024

Boeing employees are striking for…more input into product safety. This labor action is a manifestation of lost reputation value. This labor action is a stark reminder that angry, disappointed employees are one of many expressions of a reputation crisis. Corporate leadership and governors must be mindful that that the long tail of reputation risk typically includes costly investor, regulator, and yes, employee actions.

Boeing employees are striking for…more input into product safety. This labor action is a manifestation of lost reputation value. This labor action is a stark reminder that angry, disappointed employees are one of many expressions of a reputation crisis. Corporate leadership and governors must be mindful that that the long tail of reputation risk typically includes costly investor, regulator, and yes, employee actions.