On July 1, 2025, a federal court of appeals held that the SEC's regulation of proxy advice exceeded its authority and the SEC's 2020 proxy advisor regulations are not valid. The court closely tracks the district court's...more
7/2/2025
/ Appeals ,
Corporate Governance ,
Judicial Review ,
Lack of Authority ,
New Legislation ,
Proxy Advisors ,
Proxy Solicitations ,
Proxy Voting ,
Regulatory Authority ,
Securities Exchange Act ,
Securities Regulation ,
Shareholders ,
State and Local Government
On June 20, 2025, Texas Governor Greg Abbott signed Senate Bill 2337 ("SB 2337") to impose first-of-its-kind regulation and significant disclosure obligations on proxy advisors, such as ISS and Glass Lewis. SB 2337 aims to...more
6/26/2025
/ Business Advice ,
Corporate Governance ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Investment ,
New Legislation ,
Proxy Advisors ,
Regulatory Reform ,
Regulatory Requirements ,
Shareholder Proposals ,
Texas
On June 20, 2025, Texas Governor Greg Abbott signed House Bill 40 (HB 40), a piece of legislation that expands the Texas Business Court’s jurisdiction and streamlines procedures to expedite commercial disputes....more
On May 29, 2025, a virtual public workshop held by the California Air Resources Board ("CARB") offered direction on how it interprets certain elements of California's climate disclosure laws. While CARB has a July 1, 2025,...more
6/5/2025
/ California ,
Cap-and-Trade ,
CARB ,
Carbon Emissions ,
Climate Change ,
Disclosure Requirements ,
Environmental Policies ,
Filing Requirements ,
Government Agencies ,
Greenhouse Gas Emissions ,
Infrastructure ,
Proposed Rules ,
Reporting Requirements ,
Rulemaking Process ,
State and Local Government
Proxy advisors, and specifically ISS and Glass Lewis, are in the business of advising asset managers on whether to vote for or against the thousands of director nominees and proposals that are presented to shareholders each...more
5/2/2025
/ Antitrust Violations ,
Asset Management ,
Corporate Governance ,
Directors ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Investment Management ,
Proposed Legislation ,
Proxy Advisors ,
Proxy Season ,
Proxy Voting ,
Regulatory Oversight ,
Securities Regulation ,
Shareholders ,
Texas
TXSE (pronounced TEX-see) announced on April 4, 2025 that its Form 1 registration is now public, putting it one step closer to Y'all Street. The announcement touted its proprietary “matching engine" that it believes will make...more
4/11/2025
/ Capital Markets ,
Corporate Governance ,
Financial Markets ,
Initial Public Offering (IPO) ,
Investment ,
Listing Standards ,
Publicly-Traded Companies ,
Regulatory Requirements ,
Securities Exchanges ,
Securities Regulation ,
Securities Transactions ,
Stock Exchange ,
Texas
For those who use “March Madness” to describe proxy season rather than basketball, they'll immediately know that the “economic relevance” exclusion under Rule 14a-8(i)(5) is something of a lore in the SEC's shareholder...more
It is no secret that companies are grappling with how to address countervailing pressures on diversity initiatives in this first quarter of the second Trump administration. This issue is front and center as U.S. public...more
On February 27, 2025, Senator Bryan Hughes (R-Tyler) filed Senate Bill 29 (S.B. 29), proposing several corporate reforms designed to cement Texas as the premier business-friendly jurisdiction in the nation. If enacted, S.B....more
3/31/2025
/ Board of Directors ,
Business Development ,
Business Judgment Rule ,
Corporate Governance ,
Delaware ,
Doing Business ,
Fiduciary Duty ,
Legislative Agendas ,
New Legislation ,
Proposed Legislation ,
Shareholder Litigation ,
Texas
On February 12, 2025, the U.S. Securities and Exchange Commission's ("SEC") Division of Corporation Finance published Staff Legal Bulletin No. 14M ("SLB 14M") relating to the application of the shareholder proposal rules and...more
Acting Securities and Exchange Commission ("SEC" or the "Commission") Chairman Mark Uyeda directed SEC staff to request that the Eighth Circuit Court of Appeals not schedule an oral argument in the pending litigation...more
On September 10, 2024, the SEC settled charges against Keurig for "incomplete and inaccurate" ESG disclosures about the recyclability of Keurig's K-Cup pods, signaling a continued focus on environmental-related disclosures...more
The SEC has adopted the much-anticipated climate-related disclosure rules, which are more than 900 pages long, two years after they were first proposed. Although the rules will almost certainly face challenges in court that...more
In Short -
The Background: On October 10, 2023, the U.S. Securities and Exchange Commission (the "SEC") adopted amendments to the rules that govern beneficial ownership reporting for investors, marking the first update to...more
10/18/2023
/ Beneficial Owner ,
Business Ownership ,
Financial Markets ,
Internal Reporting ,
Investment Adviser ,
Investors ,
Regulatory Reform ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation ,
Shareholders
On May 3, 2023, the Securities and Exchange Commission adopted final rules regarding public company issuers' share repurchases and Rule 10b5-1 trading plans. Although the final rules are not as burdensome as the proposed...more
IN SHORT -
The Situation: The Securities and Exchange Commission ("SEC") adopted amendments that will mandate the electronic submission of certain documents, including Form 144, the form filed by insiders in connection...more
As discussed in Jones Day's March 2022 Alert, the SEC has proposed climate-related disclosure rules. If adopted as proposed, the Proposed Rules would depart from the SEC's historical regulation of SEC-reporting FPIs, which...more
7/1/2022
/ Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Foreign Private Issuers ,
Proposed Rules ,
Regulatory Agenda ,
Regulatory Reform ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Task Force on Climate-related Financial Disclosures (TCFD)