Corporate boards are no stranger to near-term pressures, but these days the pressures are piling as high as they ever have. Geopolitical tensions and supply-chain disruptions; climate change and technological revolutions;...more
8/19/2025
/ Best Practices ,
Board of Directors ,
Corporate Governance ,
Corporate Social Responsibility ,
Corporate Strategy ,
Environmental Social & Governance (ESG) ,
Fiduciary Duty ,
Risk Management ,
Shareholders ,
Stakeholder Engagement ,
Strategic Planning ,
Sustainability
On June 26, 2025, the U.S. Securities and Exchange Commission (“SEC”) hosted a roundtable on executive compensation disclosure requirements. As noted in prior Insights, the SEC convened the roundtable to evaluate the...more
7/9/2025
/ Board of Directors ,
CEOs ,
Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Investment ,
Investors ,
Regulation S-K ,
Regulatory Reform ,
Rulemaking Process ,
SEC Comment Letter Process ,
Securities ,
Securities and Exchange Commission (SEC) ,
Shareholders
We have seen, a mere few months into President Trump’s second term, a remarkably transformational set of priorities across the federal government, which have had dramatic impacts on the private sector generally and public...more
6/10/2025
/ Affirmative Action ,
Board of Directors ,
Corporate Governance ,
Diversity ,
Executive Orders ,
Federal Funding ,
Greenwashing ,
Inflation Reduction Act (IRA) ,
International Trade ,
Investors ,
Judicial Authority ,
Proxy Advisors ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Regulatory Reform ,
Risk Management ,
Supply Chain ,
Tariffs ,
Tortious Interference ,
Trump Administration ,
US Trade Policies
The U.S. Securities and Exchange Commission (“SEC”) recently issued a press release announcing that it will host a public roundtable on June 26, 2025, to discuss executive compensation disclosure requirements. The event will...more
On February 12, 2025, the Division of Corporate Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) issued new guidance on Rule 14a-8 shareholder proposals, which comes one day after the Staff...more
Companies with forthcoming annual report and proxy statement filings should consult with counsel regarding recent regulatory and legal developments related to diversity, equity and inclusion (“DEI”) initiatives and the...more
1/31/2025
/ Affirmative Action ,
Board of Directors ,
Corporate Governance ,
Disclosure Requirements ,
Diversity ,
Environmental Social & Governance (ESG) ,
Executive Orders ,
Nasdaq ,
Proxy Season ,
Reporting Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Trump Administration
On October 25, a panel of the Fifth Circuit Court of Appeals (the “Fifth Circuit”) upheld the Nasdaq board diversity rule in the face of challenges that (among other things) the rule attempted to improperly and...more
11/7/2023
/ Administrative Procedure Act ,
Affirmative Action ,
Board of Directors ,
Diversity ,
Environmental Social & Governance (ESG) ,
Investors ,
Minorities ,
Nasdaq ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Students for Fair Admissions v Harvard College
An often-overlooked part of sunny day governance is ensuring investors understand the strategic value each director brings to your board. Meeting the bare statutory requirements of director disclosure does not adequately tell...more