Mellissa Campbell Duru advises clients on U.S. securities regulation, capital markets transactions, and strategic corporate governance planning. She develops advisory guidance for public companies and asset managers on environmental, social, and corporate governance (“ESG”) matters, cybersecurity incident response and preparedness, and public company disclosure and reporting obligations.
Mellissa joined the firm after over 15 years at the U.S. Securities and Exchange Commission (“SEC”) where she served as Counsel to SEC Commissioner Kara Stein and in a range of transactional and policy advisory roles in the Division of Corporation Finance and Division of Examinations.

As Special Counsel in the Division of Corporation Finance’s Office of Mergers & Acquisitions (“OMA”), Mellissa led OMA reviews of shareholder activist campaigns, registered business combination transactions, proxy contests, and negotiated and hostile domestic and cross-border tender offers. Her work in OMA also involved advice on beneficial ownership reporting obligations by stakeholders, rulemaking petitions, no-action and exemptive relief requests, going private transactions, and proxy and consent solicitations.

As Counsel to SEC Commissioner Kara Stein, Mellissa was the lead advisor on ESG U.S. and international framework developments, including sustainable finance reporting and investment matters, cybersecurity, data privacy and governance issues, initial token offerings, distributed ledger and financial technology developments, capital formation and exempt offering rulemakings, and SEC advisory committee matters. She also advised Commissioner Stein on implementation of the disclosure mandates of the Dodd-Frank Wall Street Reform and Consumer Protection Act, implementation of the Jumpstart Our Business Startups Act, and implementation of the Fixing America’s Surface Transportation Act.

Most recently, in the Division of Examinations’ Technology Controls Program, Mellissa served as a cybersecurity legal policy advisor to the SEC Chairman’s office and the Office of International Affairs on U.S. and international financial sector cybersecurity incidents, incident response, preparedness and coordination, and data privacy laws applicable to SEC-registered entities and financial market infrastructure firms.

On March 3 and 14, 2022, the European Financial Reporting Advisory Group (“EFRAG”) published its most recent set of Working Papers on the future of the EU’s European Sustainability Reporting Standards (“ESRS”). The ESRS will establish dozens of sustainability-related disclosure requirements that will be mandatory for thousands of EU companies under the Corporate Sustainability Reporting Directive (“CSRD”) (see our blog on the CSRD as background). Companies subject to the CSRD will be required to include these disclosures in their annual reports, and these disclosures will need to be audited. Importantly, this is the first time EFRAG has provided significant detail regarding reporting standards for topics that fall under the “S” pillar of the ESG (environmental, social, and governance) framework. The European Commission is currently aiming to have the CSRD and ESRS apply from January 2023, with initial reports due in 2024, and EFRAG will hold public consultations on its draft reporting standards in the coming months.

Continue Reading European Reporting Standards for the “S” in ESG: EFRAG’s New CSRD Disclosure Requirements for Workers and Human Rights Take Shape

ESG and sustainability disclosure and reporting requirements for listed and non-listed companies are rapidly taking shape. As announced at COP26, there is now an International Sustainability Standards Board (“ISSB”) tasked with encouraging global uptake of ESG reporting standards. In the EU, the European Financial Reporting Advisory Group (“EFRAG”) is the body tasked with developing mandatory sustainability and ESG reporting standards under the EU’s Corporate Sustainability Reporting Directive (“CSRD”). Both the ISSB and EFRAG have each recently published ESG and sustainability disclosure and reporting “prototypes”. These prototypes are important pieces to an emergent reporting regime that is very likely to become critical commercially—if not mandatory—for many companies. There are also encouraging signs that what has until recently been a relatively disjointed set of standards, is beginning to come together under a more harmonized agenda and institutions.

This blog presents an overview of some of the detailed climate-related disclosure and reporting metrics covered by the ISSB and EFRAG climate prototypes, and highlights critical considerations for companies as more detailed and mandatory ESG and sustainability reporting frameworks begin to take shape.

Continue Reading ESG & Sustainability Reporting Developments: Climate Disclosure Prototypes