News & Analysis as of

Disclosure Requirements Constitutional Challenges Diversity and Inclusion Standards (D&I)

Sheppard Mullin Richter & Hampton LLP

Federal Court Blocks Enforcement of Texas Proxy Advisor Disclosure Law

Following up on our recent post analyzing Texas’s new proxy advisor disclosure statute, S.B. 2337, we note a significant development: On August 29, 2025, Judge Alan Albright of the United States District Court for the Western...more

Jones Day

Companies Join the Fray in the Battle of the Proxy Advisors v. Texas

Jones Day on

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

Fenwick & West LLP

ISS Files Suit Against Texas SB 2337

Fenwick & West LLP on

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

Vinson & Elkins LLP

Texas Hold ‘Em: New Law Requires Proxy Advisors to Show Their Cards if “Nonpecuniary” Factors Guide Voting Recommendations -...

Vinson & Elkins LLP on

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

Perkins Coie

Nasdaq Board Diversity Rules Vacated; SEC Approval Found “Arbitrary and Capricious”

Perkins Coie on

In a 9-8 decision on December 10, 2024, the U.S. Court of Appeals for the Fifth Circuit struck down Nasdaq’s efforts to promote diversity on public company boards. The case, Alliance for Fair Board Recruitment v. SEC, vacated...more

Wilson Sonsini Goodrich & Rosati

Nasdaq Board Diversity Rules Struck Down

On December 11, 2024, the U.S. Court of Appeals for the Fifth Circuit vacated the U.S. Securities and Exchange Commission’s (SEC’s) order approving The Nasdaq Stock Market LLC’s (Nasdaq’s) board diversity listing standards....more

Goodwin

California Law Requiring Female Directors on Public Company Boards Held Unconstitutional

Goodwin on

Ruling Follows Similar Decision on Underrepresented Minority Directors in April 2022 - A California court has held that California Senate Bill 826, which required that “publicly held” corporations that listed a California...more

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