Climate change, which will have far reaching impacts on the supply chain and where people live and work, has made its way to the top of business agendas. The Biden Administration rejoined the Paris Agreement and set a target for the U.S. to reach net zero greenhouse gas emissions by 2050. New rules adopted by the Securities and Exchange Commission, California, and the European Union will require public companies to periodically disclose extensive climate change-related information, and the reporting landscape is likely to become even more complex. Policy makers, investors, regulators, and others want greater transparency about how companies and boards are addressing and overseeing climate risks and plans for a sustainable future. Additionally, the Inflation Reduction Act, the implementation of new carbon removal technologies, and the evolution of deal structures for procurement of renewable energy provide companies new transactional opportunities to address climate-related risks and decarbonization strategies. What does the board need to understand about these evolving structures and how they can help achieve climate-related targets or goals? This session will provide practical tips for integrating climate change and sustainability into various elements of corporate strategy, explore ways to navigate the different mandatory reporting frameworks, and share insights into how boards should be approaching their oversight role as it relates to climate risks and opportunities.

Announcing commitments to diversity, equity, and inclusion (DEI) can be easy. A press release does it. Delivering on those commitments, particularly in the wake of the Supreme Court’s recent ruling on affirmative action, can be hard. This panel will address the myriad challenges that corporations face when trying to live up to DEI demands, including rising anti-DEI sentiments and litigation, uncertainty surrounding the legality of corporate DEI initiatives, unconscious bias, and resistance to change. The panel will explore strategies for diversifying the larger workforce and building an inclusive culture, including how to measure progress and hold management accountable. In addition, some institutional investors are asking companies to engage third parties to conduct racial justice audits to assess how systemic racism affects the company’s policies and business practices, including review of human capital management, the companies’ products and services, and its philanthropic and political contributions. The panelists will discuss these controversial issues and grapple with the best practices available to directors facing these challenges.

Litigation risks facing directors, officers, and corporations are inevitable and increasingly complex. The Securities and Exchange Commission (SEC) and Department of Justice (DOJ) have stated their intention to pursue, punish, and deter the individuals who are responsible for corporate misconduct, and both agencies are increasingly focused on cooperation and self-reporting from target companies. In late 2023, the DOJ outlined a new safe harbor policy for misconduct uncovered during the M&A process. And the DOJ recently announced the development of a whistleblower pilot program with potential monetary awards in exchange for new information about “significant corporate or financial misconduct.” Meanwhile, private securities class action filings grew slightly in 2023, as the plaintiffs’ bar continues to develop new legal theories and causes of action designed to maximize corporate and individual director liability. In 2023, the number of securities class action settlements declined significantly while the median settlement amount reached its highest level in over a decade. And the SEC’s ambitious rulemaking agenda may lead to more filings in the future. What can you do to make your company—and yourself—more defensible from lawsuits? How should you navigate the complexities and challenges of government investigations? What protections are available through risk transfer instruments like indemnification agreements and D&O insurance, and under what conditions do these risk-transfer mechanisms fail? This panel will explore a series of cutting-edge litigation issues that can threaten corporations, directors, and senior executives, with an emphasis on practical strategies for minimizing and insuring against these risks and responding to an investigation or litigation if the challenge arises.