State United States

Questions

Corporate Governance

Foreign Corrupt Practices Act (FCPA)

Subject matter (E/S/G):

Type: Corporate governance policy

Legal status: In force

Applicable to:

  • “issuers” and their officers, directors, employees, agents, and stockholders acting on behalf of an issuer;
  • “domestic concerns” and their officers, directors, employees, agents, and stockholders acting on behalf of a domestic concern; and
  • certain persons and entities, other than issuers and domestic concerns, acting while in the territory of the United States.

Summary and recent developments

Makes it unlawful for certain classes of persons and entities to make payments to foreign government officials to assist in obtaining or retaining business.

Anti-bribery provisions prohibit the wilful use of the mails or any means of instrumentality of interstate commerce corruptly in furtherance of any offer, payment, promise to pay, or authorisation of the payment of money or anything of value to any person, while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly, to a foreign official to influence the foreign official in his or her official capacity, induce the foreign official to do or omit to do an act in violation of his or her lawful duty, or to secure any improper advantage in order to assist in obtaining or retaining business for or with, or directing business to, any person.

____________________________________________________________________________________________________

Sarbanes-Oxley Act

Subject matter (E/S/G):

Type: Corporate governance policy, financial reporting

Legal status: In force

Applicable to: Public and private companies and individuals

Summary and recent developments

Created reforms to enhance corporate responsibility, enhance financial disclosures and combat corporate and accounting fraud, and created the Public Company Accounting Oversight Board to oversee the activities of the auditing profession.

________________________________________________________________________________________________________

Securities Exchange Act

Subject matter (E/S/G):

Type: Corporate governance policy, financial reporting

Legal status: In force

Applicable to: Companies trading in securities exchanges and related individuals

Summary and recent developments

Establishes requirements for companies listed on stock exchanges. Requirements include registration of securities, disclosure, proxy solicitations, and margin and audit requirements. It also includes provisions on insider trading.

Authorised formation of the Securities and Exchange Commission

Business and human rights

Content Coming Soon

Labour practices

Occupational Safety and Health Act of 1970 (OSH Act)

Subject matter (E/S/G):

Type: Corporate governance policy, social policy

Legal status: In force

Applicable to: Private sector employees and state and local government workers only if they work in a state that has an OSHA-approved state plan

Summary and recent developments

The OSH Act protects worker safety and health standards. It creates a duty of employers to provide workplaces that are free from known dangers to employees. Among other things, an employer must inform workers about hazards (i.e. through trainings, color-coded systems, chemical information sheets, etc), keep records of work-related injuries and illnesses, perform air sampling tests, and not retaliate against workers that report work-related injuries.

It also created the Occupational Safety and health Administration, which sets and enforces standards set in the OSH Act as well as provides training and assistance to employers and employees.

____________________________________________________________________________________________________

Federal Mine Safety and Health Act of 1977 (Mine Act)

Subject matter (E/S/G):

Type: Corporate governance policy, social policy

Legal status: In force

Applicable to: Coal or other mines that enter products into commerce or operations of which affect commerce; operators of such mines; every miner of such mine

Summary and recent developments

Protects the health and safety of miners in the coal, metal, and non-metal industries. The Mine Act requires four annual inspections at underground mines, two annual inspections at surface mines, and requires mine rescue teams at underground mines. It also strengthens rights for miners, enhances miner protection from employer retaliation, and establishes mandatory training requirements.

The Mine Act granted enforcement responsibilities to the Department of Labour and created the Mine Safety and Health Administration.

Environment

Clean Water Act (CWA)

Subject matter (E/S/G):

Type: Environmental policy, non-financial reporting

Legal status: In force

Applicable to: Any individual or company discharging pollutants into the waters of the U.S.

Summary and recent developments

The primary federal law governing water pollution that establishes a structure for regulating discharge of pollutants into the waters of the United States (WOTUS). What bodies of water is considered as WOTUS has been debated over the recent past and is an ongoing discussion.

The Act provides for the implementation of pollution control programs by the Environmental Protection Agency (EPA). Included is the National Pollutant Discharge Elimination System permit program that allows for certain discharges of a pollutant to a point source into navigable water. Under the CWA, the EPA also conducts compliance management of municipal wastewater and stormwater as well as discharges from Concentrated Animal Feeding Operations.

___________________________________________________________________________________________________

Clean Air Act (CAA)

Subject matter (E/S/G):

Type: Environmental policy, non-financial reporting

Legal status: In force

Applicable to: States to ensure compliance with NAAQS, stationary sources (e.g. power plants and factories), and vehicles.

Summary and recent developments

The CAA requires that the Environmental Protection Agency establish national ambient air quality standards for six criteria pollutants (particulate matter, ozone, sulfur dioxide, nitrogen dioxide, carbon monoxide, and lead). The CAA includes provisions on reducing pollution from motor vehicles and from new or expanded industrial plants. While existing stationary sources enjoy a less stringent standard, the CAA requires that new stationary sources use the best available technology.

____________________________________________________________________________________________________

Resource Recovery and Conservation Act (RCRA)

Subject matter (E/S/G):

Type: Environmental policy, non-financial reporting

Legal status: In force

Applicable to: Facilities generating hazardous or non-hazardous wastes.

Summary and recent developments

Creates a framework for the management of hazardous (Subtitle C) and non-hazardous (Subtitle D) solid waste. It grants the Environmental Protection Agency authority to control hazardous waste in its generation, treatment, storage, and disposal.

_______________________________________________________________________________________________________

Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA or “Superfund”)

Subject matter (E/S/G):

Type: Environmental policy

Legal status: In force

Applicable to: Privately and Federally-owned facilities, and other private parties

Summary and recent developments

Grants the President authority to clean up hazardous waste sites through its removal or remedial provisions. It also identifies potentially liable parties for the clean-up. Liable parties include current and former owners of facilities where hazardous substances were disposed as well as those responsible for transporting and arranging for the hazardous substance.

____________________________________________________________________________________________________

National Environmental Policy Act (NEPA)

Subject matter (E/S/G):

Type: Environmental policy

Legal status: In force

Applicable to: Federal agency actions

Summary and recent developments

Requires environmental review of major federal actions that significantly affecting the quality of the human environment. NEPA does not mandate a specific result or substantive outcome, but instead requires that environmental impacts be considered through the creation of an Environmental Impact Statement or an Environmental Assessment. Recently, the Council on Environmental Quality issued an update to the regulations implementing NEPA.

__________________________________________________________________________________________________

Endangered Species Act (ESA)

Subject matter (E/S/G):

Type: Environmental policy

Legal status: In force

Applicable to: Federal agency actions

Summary and recent developments

Ensures that actions authorised, funded, or carried out by federal agencies are not likely to jeopardise listed species or result in destruction or adverse modification of designated critical habitats. It also prohibits actions that constitute a “taking” of listed species, unless a proper permit is procured.

The ESA is implemented by the U.S. Fish and Wildlife Services and the U.S National Oceanic and Atmospheric Administration Fisheries Service.

____________________________________________________________________________________________________

Californian and Washington State plastic reduction bills

Subject matter (E/S/G): E

Type: Environmental law

Legal status: In force

Applicable to: Businesses in California and Washington

Summary and recent developments

Plastic manufacturers in the two states will have to have their products contain certain minimum percentages of recycled plastic, increasing on 5 yearly timescales.

In California, this will be limited to plastic bottles, but in Washington, the law encompasses a wider range of plastic products.

Fair operating practices

Sherman Act

Subject matter (E/S/G):

Type: Corporate governance policy

Legal status: In force

Applicable to: Companies and individuals

Summary and recent developments

Antitrust law that promotes economic fairness and competitiveness to regulate interstate commerce. It outlaws contracts that unreasonably restrict trade and monopolies or conspiracy to monopolise.

Contains both civil and criminal penalties. Criminal penalties can be as high as $100 million for corporations and $1 million for individuals, but are typically limited to intentional and clear violations.

Consumer issues

Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd Frank”)

Subject matter (E/S/G):

Type: Corporate governance policy, social policy, financial reporting

Legal status: In force

Applicable to: Public companies and individuals

Summary and recent developments

Series of federal regulations that provide revisions to a wide range of regulations including those related to consumer protection, trading restrictions, credit ratings, regulation of financial products, corporate governance and disclosure, and transparency.

Community involvement and development

Content Coming Soon

Social

Content Coming Soon

Multiple categories

American Investment Councils (AIC) Guidelines for Responsible Investing

Subject matter (E/S/G):

Type: ESG policy

Legal status:

Applicable to: PE funds

Summary and recent developments

The American Investment Council membership has adopted a set of comprehensive responsible investment guidelines that its members apply prior to investing in companies and during their period of ownership. The guidelines cover environmental, health, safety, labour, governance and social issues.

___________________________________________________________________________________________________

Fair Labor Standards Act (FLSA)

Subject matter (E/S/G):

Type: Corporate governance policy, social policy

Legal status: In force

Applicable to: Employers whose annual sales total $500,000 or more or who are engaged in interstate commerce

Summary and recent developments

Establishes minimum wage, overtime pay, recordkeeping, and youth employment standards affecting employees in the private sector and in Federal, State, and local governments.

___________________________________________________________________________________________________

Trade Facilitation and Trade Enforcement Act of 2015 (“TFTEA”)

Subject matter (E/S/G):

Type: Corporate governance policy, social policy

Legal status: In force

Applicable to: Product importers, including nonresident importers, located in the United States

Summary and recent developments

Bans the importation and allows the detention or seizure of products produced using forced, convict, or indentured labour.

Recent developments: In 2019, the U.S. Customs and Border Protection blocked the importation of products suspected

______________________________________________________________________________________________________

The U.S. Food Safety Modernization Act

Subject matter (E/S/G):

Type: Corporate governance policy, social policy

Legal status: In force

Applicable to: Entities engaged in the manufacture, processing, packing, transporting, distribution, reception, holding, or importation of food

Summary and recent developments

Authorises the U.S. Food and Drug Administration (FDA) to prevent food safety problems and, in doing so, to hold imported foods to the same standards as domestic foods

______________________________________________________________________________________________________

Uyghur Forced Labour Prevention Act (the “UFLPA”)

Subject matter (E/S/G):

Type: Corporate governance policy, social policy

Legal status: In force

Applicable to: Product importers, specifically of products manufactured in China

Summary and recent developments

Specified retailers must make specific disclosures on their website about efforts taken to eradicate slavery and human trafficking form direct supply chains for tangible goods offered for sale.

____________________________________________________________________________________________________________________________

Climate Risk Disclosure Rule

Subject matter (E/S/G):

Type: Corporate Governance Policy

Legal status: Coming soon

Applicable to: Companies trading in securities exchanges

Summary and recent developments

Would establish requirements for publicly held companies to report greenhouse gas emissions by suppliers and partners in their annual 10K reports or elsewhere. The new rules may require specific metrics for certain industries.

Disclosures may include both qualitative and quantitative information requests, such as information on the company’s progress towards climate-related goals, effects of climate-related legislation and how the company’s leadership manages climate-related risks and opportunities.

Other