What do the SEC's Proposed Rules for Cybersecurity and Climate Mean for ESG Disclosure and Internal Controls?

April.19.2022

The SEC recently released cybersecurity and climate-related disclosure rules. To help public companies get abreast of these developments, our cybersecurity, corporate governance and ESG experts hosted a discussion with Mike Pressman, Assistant General Counsel at Microsoft. This discussion provides an overview of the new rules and offers practical suggestions to get ahead of these trends. We also include our predictions on the upcoming rules about human capital management.

View the slides

Watch the webinar:

CLE information:

This course is eligible for New York and California CLE credit. Please complete and retain the applicable form for your records. The New York self-study affirmation must also be emailed to Melissa Woods ([email protected]) and Jane Gracey ([email protected]); the California form does not need to be submitted.

Orrick, Herrington & Sutcliffe LLP is an accredited MCLE provider in the State of New York. This transitional and non-transitional continuing legal education course has been approved in accordance with the requirements of the Continuing Legal Education Board for a maximum of 1.0 credit hour, of which 1.0 credit hour can be applied toward the areas of professional practice requirement.

Orrick, Herrington & Sutcliffe LLP is an accredited MCLE provider in the State of California. This continuing legal education course has been approved in accordance with the requirements of the State Bar of California for a maximum of 1.0 credit hour, of which 1.0 credit hour can be applied to the general requirement.

Related Lawyers

Carolyn Frantz Senior Counsel

Seattle

See my bio

Practice:

vCard

See full bio

Carolyn Frantz Senior Counsel

Seattle

A former Rhodes Scholar, Carolyn clerked for Supreme Court Justice Sandra Day O’Connor and D.C. Circuit Court of Appeals Judge David S. Tatel, before teaching at the University of Chicago Law School. She was a litigation partner at a major law firm for eight years before joining Microsoft, where she managed the company’s worldwide tax litigation until her appointment as Corporate Secretary.

As Microsoft’s Corporate Secretary, Carolyn had the opportunity to work closely with the company’s Board of Directors and senior leadership, gaining a first-hand understanding of the opportunities and challenges facing technology companies in a dynamic competitive and regulatory environment. As the head of the Corporate Legal Group, Carolyn was responsible for legal issues regarding securities law and disclosures, treasury and finance, international trade, procurement, real estate, and many other issues. Building on her extensive litigation experience, which includes managing tax disputes domestically and abroad, as well as litigating multidistrict products liability, consumer cases, and commercial contract disputes, Carolyn understands the practical challenges companies face and how those intersect with Board reporting, securities disclosures, and internal accountability. She also brings her understanding of board governance, corporate law, and ESG to select litigation matters.

Carolyn is also frequently called on to serve as a resource to new legal leaders in their roles supporting and interacting with their Boards.

J. T. Ho Partner, Governance aziendale, Capital Markets

San Francisco

See my bio

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

Practice:

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

vCard

See full bio

J. T. Ho Partner

San Francisco

J.T. counsels companies on Board and committee oversight, assessment and composition issues, developing effective shareholder engagement programs and governance-related disclosures, and helps companies to understand and consider the views of proxy advisors and institutional shareholders and other long-term stakeholders in their decision making. Recently, he has helped many companies successfully address ESG related shareholder proposals and activism campaigns and refine their disclosure controls and procedures and enterprise risk management programs to address cybersecurity and climate risk.

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 disclosure issues and provides training on disclosure best practices.

J.T. also advises on compensation committee matters and related disclosures as well as the design of cash and equity incentive plans, and has helped over a dozen companies remediate failed or low "say on pay" votes.

J.T. plays a leading role in Orrick’s ESG practice, helping companies identify and understand the risks and opportunities associated with ESG and incorporating ESG into a company’s overall business strategy and incentive plans. More recently, he has helped companies navigate the growing anti-ESG movement.

J.T. serves on the advisory board of The Corporate Counsel and hosts J.T.'s Fast Five, a monthly podcast on The Corporate Counsel where J.T. covers the five things public companies ought know each month. J.T. Ho also regularly presents on and contributes articles related to corporate governance, securities, executive compensation and ESG. 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 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.

Aravind Swaminathan Partner, Cyber Privacy and Data Innovation, Difesa class action

Seattle; Boston

See my bio

Practice:

Finance Sector
Technology & Innovation Sector
Cyber Privacy and Data Innovation
Difesa class action
White Collar, Investigations, Securities Litigation & Compliance
Government Investigations and Enforcement Actions
Processi
Strategic Advisory & Government Enforcement (SAGE)

vCard

See full bio

Aravind Swaminathan Partner

Seattle; Boston

A leading cybersecurity and online safety authority, Aravind is recognized by Chambers USA in Privacy and Data Security in both Litigation and Incident Response. Clients describe him as “a very talented lawyer experienced with incident responses” and “incredibly responsive and technically savvy.”

Aravind’s deep knowledge of his clients’ business objectives and technological capabilities distinguishes him as a strategic advisor and frontline crisis responder. He advises some of the world’s leading online platforms, public and private financial institutions, tech companies, higher education institutions, and critical infrastructure providers on cybersecurity, and their obligations to monitor and remove harmful or illegal content online and root out instances of child exploitation.

He is adept at guiding companies through cybersecurity incidents, having directed more than 500 data breach investigations, including enterprise-wide network intrusions to cyberattacks with national security implications. Aravind defends clients in an array of cybersecurity and privacy class actions and regulatory enforcement actions brought by the SEC, FTC, NY DFS and State AGs, and also represents individual C-level executives in criminal and civil regulatory enforcement matters.

As a former assistant United States attorney, he investigated and prosecuted a broad array of cybercrime, child exploitation cases, digital crimes, and white-collar crime cases. This first-hand knowledge of federal agencies allows him to navigate the system, partner with investigators and find creative solutions for clients.

Aravind is a member of Orrick’s Board of Directors, and he devotes much of his free time to advising independent schools on AI, online safety, and cybersecurity, and teaching and coaching.