ARTICLE
27 April 2016

SEC Forces Exxon Mobil To Include Climate Change Resolution Proposal In Proxy Upon Request Of New York State Comptroller And Shareholders

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A&O Shearman

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A&O Shearman was formed in 2024 via the merger of two historic firms, Allen & Overy and Shearman & Sterling. With nearly 4,000 lawyers globally, we are equally fluent in English law, U.S. law and the laws of the world’s most dynamic markets. This combination creates a new kind of law firm, one built to achieve unparalleled outcomes for our clients on their most complex, multijurisdictional matters – everywhere in the world. A firm that advises at the forefront of the forces changing the current of global business and that is unrivalled in its global strength. Our clients benefit from the collective experience of teams who work with many of the world’s most influential companies and institutions, and have a history of precedent-setting innovations. Together our lawyers advise more than a third of NYSE-listed businesses, a fifth of the NASDAQ and a notable proportion of the London Stock Exchange, the Euronext, Euronext Paris and the Tokyo and Hong Kong Stock Exchanges.
On 22 March 2016, the SEC ruled that Exxon Mobil must allow its shareholders to vote on a proposal for annual reporting of how the company would be affected by climate change regulations.
United States Corporate/Commercial Law

On 22 March 2016, the SEC ruled that Exxon Mobil must allow its shareholders to vote on a proposal for annual reporting of how the company would be affected by climate change regulations. Nevertheless, it is open to Exxon Mobil to recommend against the proposal through its proxy document.

The ruling follows a request by the New York State Comptroller and four other shareholders who argued that investors need to know how the bottom line of Exxon Mobil will be affected by the global effort on reduction of greenhouse gas emissions and the company's plans in this regard. The SEC did not find the company's public disclosures up to the standards required by the proposal guidelines. Exxon Mobil declined to comment on the SEC ruling, but had earlier indicated that it intended to block a vote on the shareholder resolution, claiming it was vague and asking for metrics difficult to quantify.

Concurrently, Exxon Mobil is facing an inquiry by the New York Attorney General into Exxon Mobil's climate change disclosures (discussed in our client publication here: http://www.shearman.com/en/newsinsights/publications/2015/12/corporate-climate-change-reporting ).

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