On August 13, 2025, the U.S. District Court for the Central District of California denied a motion for preliminary injunction to enjoin California Senate Bills 253 and 261. The Chamber of Commerce and five co-Plaintiffs...more
8/20/2025
/ Appeals ,
California ,
CARB ,
Chamber of Commerce ,
Climate Change ,
Constitutional Challenges ,
Disclosure Requirements ,
Dormant Commerce Clause ,
Environmental Social & Governance (ESG) ,
First Amendment ,
Greenhouse Gas Emissions ,
Investors ,
New Legislation ,
Preliminary Injunctions ,
Reporting Requirements
On June 20, 2025, Texas Governor Greg Abbott signed Senate Bill 2337 (“SB 2337”), a novel regulation that will require significant disclosure obligations for proxy advisors, such as ISS and Glass Lewis, for their voting...more
7/28/2025
/ Constitutional Challenges ,
Corporate Governance ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
First Amendment ,
New Legislation ,
Proxy Advisors ,
Regulatory Requirements ,
Securities Regulation ,
Shareholder Proposals ,
Shareholders ,
Stakeholder Engagement
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
On June 20, 2025, Texas Governor Greg Abbott signed Senate Bill 2337 (“SB 2337”), a novel regulation that will require significant disclosure obligations for proxy advisors, such as ISS and Glass Lewis, for their voting...more
7/8/2025
/ Corporate Governance ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
Glass Lewis ,
Governor Abbott ,
Institutional Shareholder Services (ISS) ,
Investment ,
Investors ,
New Legislation ,
Proxy Advisors ,
Publicly-Traded Companies ,
Regulatory Reform ,
Regulatory Requirements ,
Shareholders ,
Texas
As we previously noted last month, the SEC is hosting a roundtable on the executive compensation disclosure requirements on June 26, 2025. In advance of the roundtable, the SEC has finalized and released a detailed agenda and...more
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
In a move that perhaps comes as no surprise, on March 27, 2025, the Securities and Exchange Commission (“SEC” or “the Commission”) issued Press Release 2025-58 announcing it had voted to end its defense of its climate-related...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
In early March 2024, the U.S. Securities and Exchange Commission (“SEC”) finalized its climate-related disclosures rule (The Enhancement and Standardization of Climate-Related Disclosures for Investors) (the “Final Rule”)....more
On February 3, 2025, the U.S. District Court for the Central District of California granted a partial motion to dismiss filed by the California Air Resources Board (“CARB”), dismissing the claims that SB 253 (the Climate...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 December 16, 2024, the California Air Resources Board (“CARB”) released a notice soliciting comments on a number of specific questions to inform its implementation of the Climate Corporate Data Accountability Act (“CCDAA”...more
On November 8, 2024, the U.S. Securities and Exchange Commission (“SEC”) announced a settled enforcement action (the “SEC Order”) against Invesco Advisers, Inc. (“Invesco”), an investment advisory firm, for making misleading...more
11/14/2024
/ Corporate Governance ,
Disclosure Requirements ,
Enforcement Actions ,
Environmental Social & Governance (ESG) ,
False Statements ,
Greenwashing ,
Investment ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Policies and Procedures ,
Securities and Exchange Commission (SEC)
On November 5, 2024, the U.S. District Court for the Central District of California denied a motion for summary judgment that sought to declare SB 253 and SB 261 (the “California Climate Laws”) invalid on their face under the...more
The first half of 2024 was eventful in the world of environmental, social and governance (“ESG”). Although ESG continued to lose the market tailwinds that have pushed it forward in recent years, regulatory pressures both...more
10/18/2024
/ Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Federal Trade Commission (FTC) ,
Greenwashing ,
Non-Compete Agreements ,
Proxy Season ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Sustainability
Over the last few months, the U.S. Securities and Exchange Commission (“SEC”) discretely disbanded the Climate and ESG Taskforce (“ESG Task Force”) of its Division of Enforcement. The move follows a wave of recent pushback...more
Episode 43 with guest Jon Solorzano, Vinson & Elkins. Jon Solorzano is a Los Angeles-based attorney who serves as counsel and co-head of the environmental, social, and governance (ESG) task force at the law firm of Vinson &...more
After much anticipation, on March 6, 2024, the Securities and Exchange Commission (“SEC” or the “Commission”) released its Final Rule—The Enhancement and Standardization of Climate-Related Disclosures for Investors—mandating...more
3/29/2024
/ Business Development Companies ,
Carbon Emissions ,
Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Final Rules ,
Foreign Issuers ,
Form S-8 ,
MD&A Statements ,
PSLRA ,
Regulation S-K ,
Safe Harbors ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
Following a nearly two-year wait, the Securities and Exchange Commission (“SEC” or “Commission”) released its Final Rule—The Enhancement and Standardization of Climate-Related Disclosures for Investors—on March 6, 2024. The...more
3/18/2024
/ Administrative Stay ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Final Rules ,
Greenhouse Gas Emissions ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulation S-X ,
Securities and Exchange Commission (SEC)
Following a nearly two-year wait, the Securities and Exchange Commission (“SEC” or “Commission”) released its Final Rule—The Enhancement and Standardization of Climate-Related Disclosures for Investors—on March 6, 2024. The...more
3/8/2024
/ Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Final Rules ,
Greenhouse Gas Emissions ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulation S-X ,
Renewable Energy ,
Securities and Exchange Commission (SEC) ,
Task Force on Climate-related Financial Disclosures (TCFD)
On January 30, 2024, the U.S. Chamber of Commerce and five co-plaintiffs representing a coalition of business groups filed a lawsuit against the state of California seeking to block the state’s new landmark climate disclosure...more
Much of the attention on California of late has focused on the passing of two climate-related disclosure laws; namely, the Climate Corporate Data Accountability Act (“CCDAA”) (SB 253) and the Climate-Related Financial Risk...more
The SEC announced on November 22, 2023, an order staying its share repurchase disclosure rule pending further SEC action. Companies therefore do not need to comply with the rule’s previous compliance date subject to further...more
Much of the attention on California of late has focused on the passing of two climate-related disclosure laws; namely, the Climate Corporate Data Accountability Act (“CCDAA”) (SB 253) and the Climate-Related Financial Risk...more
Join climate bill-sponsor California State Senator Wiener at this V&E and PwC co-hosted CLE program covering what you should know about the new California Climate Disclosure laws....more