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Disclosure Requirements Corporate Governance

ArentFox Schiff

Resilience Planning Is Key to Corporate Sustainability

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This year, the environmental agenda has focused on “deregulation” to promote industrial competitiveness, as well as a sharpened focus on energy generation and transmission to support economic growth. While deregulation may...more

Vinson & Elkins LLP

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

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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

Skadden, Arps, Slate, Meagher & Flom LLP

The Informed Board Summer 2025

In this issue of our newsletter, we explain why activist investors are increasingly pressing “Vote No” campaigns, how they work and what companies can do to prevent them from gaining traction. We also take a deep dive into...more

Pillsbury - Gravel2Gavel Construction & Real...

Federal Court Halts Enforcement of Texas SB 2337 Regarding Proxy Advisor Disclosure of ESG or Other “Nonfinancial” Considerations

Enacted earlier this year and scheduled to take effect September 1, SB 2337 would impose new disclosure obligations on proxy advisory firms issuing recommendations regarding Texas-based public companies, including a...more

Cooley LLP

Court Issues Preliminary Injunction for the Texas Proxy Advisor Law

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I recently blogged about how back in June, Texas passed a law – known as “Senate Bill 2337” – that mandates certain disclosures when proxy advisors recommend casting a vote for “non-financial reasons” or provide conflicting...more

Latham & Watkins LLP

Desktop Staleness Calendar for 2026 Offerings

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Calendar notes when financial go stale for issuers with fiscal years ending December 31, 2025....more

Latham & Watkins LLP

Recent Developments for UK PLCs - September 2025

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On 7 August 2025, the FCA published its review of share buybacks in UK listed equities, which analysed data on share buybacks executed for FTSE 350 issuers, as well as feedback from banks, issuers, investor representatives,...more

Sheppard Mullin Richter & Hampton LLP

Texas’s New Proxy Advisor Disclosure Law: Key Details for Shareholders and Companies Ahead of September 2025

Texas has enacted S.B. 2337, a statute set to reshape proxy advisory practices for publicly traded companies that are either organized in Texas, have their principal place of business in the state or have proposed becoming a...more

Quinn Emanuel

The $110 Billion Crypto Treasury Boom: Litigation Risks on the Horizon

Quinn Emanuel on

The corporate crypto treasury trend continues to boom, and with it the litigation risks. As noted in a recent Forbes article, 152 publicly traded companies now control almost 1 million Bitcoin worth over $110 billion. ...more

Jones Day

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

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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

Carlton Fields

Dancing Away From ESG Disclosures: A Pivot Back to Materiality

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On June 5, 2025, SEC Commissioner Hester Peirce delivered a major address at the International Center for Insurance Regulation Digital Insurance Forum. In a pointed critique of what has been an accelerating march of...more

Fenwick & West LLP

Takeaways from CARB’s Second Workshop on California’s Corporate Climate Disclosure Rules

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On August 21, 2025, The California Air Resources Board (CARB) held its second virtual workshop to “support the development of California’s Corporate Greenhouse Gas Reporting Program” reflected in the Climate Corporate Data...more

Morris James LLP

Chancery Holds Plaintiff Failed to Allege Stockholder Vote was not Fully Informed Notwithstanding Investigation and Resignation of...

Morris James LLP on

Campanella v. Rockwell, C.A. No. 2021-1013-LWW (Del. Ch. Feb. 18, 2025) - Under the Corwin doctrine, the business judgment rule will apply when a transaction is approved by a fully informed uncoerced vote of disinterested...more

Cooley LLP

Capital Markets Update – July 2025 One-Minute Reads

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CARB publishes FAQs on climate disclosure laws The California Air Resources Board (CARB) published these FAQs on SB 261 and SB 253, covering topics like reporting timelines, revenue tests and “doing business in California.”...more

Cooley LLP

Texas’ Proxy Advisor Law Takes Effect on September 1st

Cooley LLP on

Back in June, Texas passed a law – known as “Senate Bill 2337” – that mandates certain disclosures when proxy advisors recommend casting a vote for “non-financial reasons” or provide conflicting advice to multiple clients....more

Morgan Lewis

Public Companies Faced Added Disclosure Scrutiny During This Proxy Season

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As the 2025 proxy season ends, public companies have had to navigate a more nuanced and demanding disclosure environment. New disclosure requirements, such as Item 402(x) of Regulation S-K, and increased scrutiny of—and...more

BCLP

California Climate Reporting Deadlines Loom After Denial of Preliminary Injunction

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For the thousands of companies potentially subject to California’s landmark climate reporting laws—the Climate Corporate Data Accountability Act (SB 253) and the Climate-Related Financial Risk Act (SB 261)—reporting has...more

K&L Gates LLP

Australia: Climate-Related Transition Plans–Governing for Net Zero Across the Board

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On 16 July 2025, The Australian Council of Superannuation Investors (ACSI) and the Australian Institute of Company Directors (AICD) published guidance on Governing for Net Zero: The Board’s Role in Organisational Transition...more

Ropes & Gray LLP

Indian Parliamentary Committee Recommends Enhancements to CSR and ESG Legislation

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For US-based multinationals, recent US and European developments have taken up most of the mental energy devoted to global ESG and CSR compliance. Among other compliance topics, these include California climate disclosure, EU...more

Latham & Watkins LLP

EFRAG Releases Proposed Amended ESRS for Public Consultation

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The proposals outline simplification “levers” to address sources of complexity in sustainability reporting under the EU Corporate Sustainability Reporting Directive....more

K&L Gates LLP

Investment Management Update Germany July 2025

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BMF Publishes Draft Bill on DAC 8 Implementation Act - On 26 June 2025, the German Federal Ministry of Finance (Bundesministerium der Finanzen, or BMF) published a new draft bill (following the formation of a new government)...more

Fenwick & West LLP

CARB Announces Second Virtual Public Workshop on California’s Climate Disclosure Rules

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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

Seyfarth Shaw LLP

Retail Money, Institutional Risks: The New Dynamic in Private Equity

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Private equity (PE) sponsors are increasingly seeking to broaden their investor base by offering retail access to traditionally institutional-only funds. Recently, statements by the SEC indicated the SEC staff will no longer...more

Blake, Cassels & Graydon LLP

Bill 92: Quebec Takes Another Step in Modernizing its Financial Sector Framework

With Bill 92 now adopted and enacted, this bulletin is updated to reflect the actual provisions of the Act. Bill 92, An Act to amend various provisions mainly with respect to the financial sector (2025, chapter 16)...more

Fenwick & West LLP

Securities Law Update - August 2025

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Welcome to the latest edition of Fenwick’s Securities Law Update. This issue contains updates and important reminders on...more

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