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William Mastrianna

William Mastrianna advises clients on corporate and securities matters, capital markets transactions, corporate governance considerations and public company disclosure and compliance obligations.

Prior to joining Covington, Mr. Mastrianna served as an attorney-adviser for over five years in the U.S. Securities and Exchange Commission’s Division of Corporation Finance. While at the SEC, he was responsible for reviewing and analyzing a wide range of transactional and securities compliance matters relating to IPOs, offerings of equity and debt securities, M&A transactions, proxy solicitations, and periodic and current reporting. Mr. Mastrianna served as both an examiner and reviewer on the Rule 14a-8 Shareholder Proposal Taskforce in the Division’s Office of Chief Counsel. While on the taskforce, he was responsible for evaluating and recommending the disposition of no-action requests seeking to exclude shareholder proposals.

While at the SEC, Mr. Mastrianna was seconded to the U.S. Department of the Treasury to serve as a senior policy advisor to the Deputy Assistant Secretary for Capital Markets.

On May 21, in an open virtual meeting the SEC’s 23-member Investor Advisory Committee debated and endorsed the Investor as Owner Subcommittee’s long-awaited recommendations that the Commission begin in earnest an effort to update the reporting requirements of Issuers to include material, decision-useful, environmental, social and governance (ESG) factors.  That same day, BlackRock shareholders debated in a virtual annual meeting whether the world’s largest asset manager is living up to CEO Larry Fink’s much ballyhooed commitment to sustainability as BlackRock’s new standard of investing and investment stewardship (as previously detailed in this blogpost).  While the path forward on possible new principles-based SEC disclosure rules around ESG factors may be long and uncertain, the Subcommittee’s recommendations offer useful considerations for companies in preparing currently required SEC filings and voluntary sustainability reports.
Continue Reading Will the SEC Offer Hope for Clear, Uniform Sustainability Disclosure Standards?