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Disclosure Requirements Corporate Governance Constitutional Challenges

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

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

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

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

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

Cozen O'Connor

Update on California's Climate Disclosure Laws: What Companies Need to Know

Cozen O'Connor on

On May 29, 2025, the California Air Resources Board (CARB) held a virtual public workshop to discuss forthcoming regulations implementing California’s corporate climate disclosure laws. The workshop focused on the scope of...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

BCLP

California Indicates Lenient Enforcement in First Year of Climate Reporting Law

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As we previously reported, in 2023, California enacted the climate disclosure laws SB 253 (the “Climate Corporate Data Accountability Act”) and SB 261 (the “Climate-Related Financial Risk Act”), with the first disclosures due...more

Latham & Watkins LLP

Litigation Over California’s Climate Disclosure Laws Continues to Discovery Phase

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In-scope entities should keep preparing for compliance with Senate Bills 253 and 261 as the lawsuit proceeds past an initial summary judgment motion....more

Goodwin

California Law Requiring Female Directors on Public Company Boards Held Unconstitutional

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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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