The California Air Resources Board (CARB) announced last week that it will hold its second virtual public workshop to support the development of California’s Corporate Greenhouse Gas Reporting Program, established by Senate...more
Glass, Lewis & Co. (Glass Lewis) filed a complaint in the U.S. District Court for the Western District of Texas on July 24, 2025, seeking to end SB 2337, which was recently signed into law in June and will become effective...more
7/29/2025
/ Constitutional Challenges ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
First Amendment ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Investment Advisers Act of 1940 ,
New Legislation ,
Pending Litigation ,
Proxy Advisors ,
Regulatory Requirements ,
Securities Regulation ,
Shareholders
Texas has enacted significant legislation in the past few months designed to attract more corporations to its state and challenge Delaware’s dominance as the preferred state for incorporation. We are now seeing the first...more
7/28/2025
/ Amended Legislation ,
Constitutional Challenges ,
Corporate Governance ,
Corporations Code ,
Derivative Suit ,
Dormant Commerce Clause ,
Employee Retirement Income Security Act (ERISA) ,
First Amendment ,
Glass Lewis ,
New Legislation ,
Pending Litigation ,
Proxy Advisors ,
Shareholder Litigation ,
Shareholders ,
State of Incorporation
Companies doing business in Texas and California should be aware of the following state law developments, which could affect them....more
7/21/2025
/ CARB ,
Carbon Emissions ,
Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
Greenhouse Gas Emissions ,
New Legislation ,
Publicly-Traded Companies ,
Reporting Requirements ,
Shareholders
The Delaware Supreme Court has agreed to accept questions certified to the court relating to the constitutionality of Senate Bill 21 (SB 21), which was signed into law back in March 2025. ...more
6/12/2025
/ Amended Legislation ,
Constitutional Challenges ,
Corporate Governance ,
DE Supreme Court ,
Delaware General Corporation Law ,
Fiduciary Duty ,
Judicial Authority ,
New Legislation ,
Related Parties ,
Safe Harbors ,
Shareholder Litigation ,
Shareholder Rights ,
State Constitutions ,
State of Incorporation ,
Statutory Interpretation
Nevada advanced its quest to challenge Delaware as the go-to state for incorporation on May 30, 2025, when Gov. Joe Lombardo signed significant amendments to the Nevada Revised Statutes that govern corporations there....more
6/5/2025
/ Articles of Incorporation ,
Business Entities ,
Corporate Governance ,
Corporations Code ,
Delaware General Corporation Law ,
General Corporation Law ,
Incorporation ,
New Legislation ,
Proposed Amendments ,
Regulatory Reform ,
Shareholders ,
State of Incorporation
On May 29, 2025, The California Air Resources Board (CARB) held a virtual workshop to “support the development of California’s Corporate Greenhouse Gas Reporting Program” reflected in the Climate Corporate Data Accountability...more
On May 19, 2025, Texas Gov. Greg Abbott signed Senate Bill No. 1057 (SB 1057) into law....more
5/21/2025
/ Business Entities ,
Commerce Clause ,
Constitutional Challenges ,
Corporate Governance ,
Corporations Code ,
Governor Abbott ,
Internal Affairs Doctrine ,
New Legislation ,
Publicly-Traded Companies ,
Rule 14a-8 ,
Securities Exchange Act of 1934 ,
Shareholder Proposals ,
Shareholders
On May 14, 2025, Texas Gov. Greg Abbott signed the much-anticipated Senate Bill No. 29 (SB 29) into law....more
The California Air Resources Board (CARB) has announced that it will hold a virtual public workshop to “support the development of California’s Corporate Greenhouse Gas Reporting Program,” as reflected in The Climate...more
5/1/2025
/ CARB ,
Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Greenhouse Gas Emissions ,
New Legislation ,
Regulatory Requirements ,
Reporting Requirements ,
Risk Assessment ,
Rulemaking Process ,
State and Local Government
On March 25, 2025, Delaware Gov. Matt Meyer signed into law significant amendments to §§ 144 and 220 the Delaware General Corporation Law (DGCL)....more
All eyes are on California as we patiently await the outcome of the numerous challenges to the U.S. Securities and Exchange Commission's Climate-Related Disclosure Rules. ...more
8/12/2024
/ CARB ,
Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Governor Newsom ,
Greenhouse Gas Emissions ,
New Legislation ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Statutory Requirements ,
Time Extensions
On July 17, 2024, Delaware Gov. John Carney signed into law significant amendments to the Delaware General Corporation Law (DGCL), which will become effective on August 1, 2024. The amendments were articulated in Delaware...more
7/25/2024
/ Amended Legislation ,
Board of Directors ,
Commercial Contracts ,
Contract Terms ,
Corporate Governance ,
Delaware General Corporation Law ,
Effective Date ,
Governor Carney ,
New Legislation ,
Shareholder Activism ,
Shareholder Approval ,
Shareholders ,
Shareholders' Agreements