On June 20, 2025, Texas passed SB 2337, a first-of-its-kind regulation of proxy advisors such as ISS and Glass Lewis. SB 2337 requires proxy advisors to, among other things, disclose when their recommendations are based, in...more
8/25/2025
/ Commercial Speech ,
Constitutional Challenges ,
Corporate Governance ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
Financial Markets ,
First Amendment ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Investment ,
Investment Opportunities ,
Preliminary Injunctions ,
Proxy Advisory Firms ,
State and Local Government ,
Texas
The Texas Legislature recently has taken Texas-sized steps intended to make the state a more attractive place for companies to form, reincorporate, or relocate, further advancing Texas’s efforts to rival Delaware as a...more
7/8/2025
/ Attorney's Fees ,
Business Court ,
Business Entities ,
Business Formation ,
Corporate Governance ,
Delaware ,
Delaware General Corporation Law ,
Derivative Suit ,
Disclosure ,
Duty of Care ,
Incorporation ,
Jury Trial ,
Legislative Agendas ,
New Legislation ,
Regulatory Reform ,
Shareholder Rights ,
Shareholders ,
Stocks ,
Subject Matter Jurisdiction ,
Texas
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
The Securities and Exchange Commission ("SEC") is hosting a roundtable discussion on disclosures just weeks after reports of significant increases in executive perks....more
A new presidential administration is likely to bring change across the federal government, perhaps nowhere more starkly than at the Securities and Exchange Commission ("SEC"), which has greatly expanded its enforcement reach...more
Recently, a senior officer from the SEC's Division of Enforcement defended the penalties the Commission has levied on firms for failing to capture and retain their employees' "off-channel" electronic communications, and, in...more
On January 30, 2024, the Securities and Exchange Commission ("SEC") denied a Petition for Rulemaking to amend SEC Rule 202.5(e), known as the SEC's "no-admit/no-deny" rule or, more pejoratively, the "gag rule."...more
The Antitrust Division of the U.S. Department of Justice ("DOJ") and the Federal Trade Commission ("FTC") are updating language in document requests and compulsory process to address companies' increased use of collaboration...more
2/7/2024
/ Antitrust Division ,
Broker-Dealer ,
CFTC ,
Compliance Management Systems ,
Data Preservation ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Financial Services Industry ,
Government Investigations ,
Instant Messaging Apps ,
New Guidance ,
Securities and Exchange Commission (SEC)
We are pleased to present our latest update on financial reporting and issuer disclosure enforcement activity. This White Paper primarily focuses on the U.S. Securities and Exchange Commission’s (“SEC”) enforcement activity...more
As public companies increasingly discuss their artificial intelligence ("AI") capabilities, the U.S. Securities and Exchange Commission ("SEC") reminds us that it is closely watching these claims....more
In light of the DOJ’s most recent guidance on the use of personal devices and third-party messaging applications by corporate personnel, this White Paper addresses issues and challenges that companies are facing in this area...more
10/18/2023
/ CFTC ,
Compliance ,
Cybersecurity ,
Data Collection ,
Data Privacy ,
Data Protection ,
Department of Justice (DOJ) ,
Electronic Communications ,
Financial Industry Regulatory Authority (FINRA) ,
Guidance Update ,
Instant Messaging Apps ,
Mobile Devices ,
Policies and Procedures ,
Securities and Exchange Commission (SEC) ,
White Collar Crimes ,
Workplace Communication
Under a new U.S. Department of Justice ("DOJ") policy related to mergers and acquisitions ("M&A"), DOJ will decline to prosecute an acquiring company for misconduct by an acquired company where the acquiring company timely...more
As described in the first White Paper in this series on internal investigations, "Conducting an Effective Internal Investigation—An Overview," corporations are under increased scrutiny by regulators across the globe, and as a...more