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Disclosure Requirements Glass Lewis

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

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

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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

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

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

Fenwick & West LLP

ISS Files Suit Against Texas SB 2337

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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

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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

Jones Day

Texas Enacts New Law to Regulate Proxy Advisory Firms

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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

Ropes & Gray LLP

Capital Markets & Governance Insights - January 2025

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Companies should not minimize the extent of a material cybersecurity incident by omitting material facts regarding the scope and potential impact of the incident. Cybersecurity risk factor disclosures should be tailored to a...more

Proskauer - Employee Benefits & Executive...

ISS and Glass Lewis Announce Compensation-Related Updates For 2025 Proxy Season

Recently, Institutional Shareholder Services (“ISS”) released updates to its voting policies for 2025, including new and updated responses to its Compensation Policies FAQs and new Value-Adjusted Burn Rate Benchmarks (based...more

Herbert Smith Freehills Kramer

Diversity in the Boardroom: Nasdaq’s Diversity Disclosure Rules Struck Down by En Banc Fifth Circuit Court of Appeals

In what will likely mark the final outcome, the U.S. Court of Appeals for the Fifth Circuit, sitting en banc, struck down the Nasdaq Stock Market’s diversity-disclosure framework on Dec. 11, 2024. The Nasdaq rules issue —...more

Snell & Wilmer

SEC Reporting Update - December 2024

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Insider Trading Policies. As previously discussed in our Winter 2022-2023 Corporate Communicator, the Securities and Exchange Commission (“SEC”) adopted final rules in December 2022 relating to insider trading policy...more

Orrick, Herrington & Sutcliffe LLP

Fifth Circuit Strikes Down Nasdaq Board Diversity Rules

The U.S. Court of Appeals for the Fifth Circuit vacated the SEC’s approval of Nasdaq’s board diversity rules. Consequently, Nasdaq-listed companies are no longer required to satisfy Nasdaq’s “comply or explain” director...more

BCLP

UK Corporate Briefing - December 2024

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Welcome to the Corporate Briefing, where we review the latest developments in UK corporate law that you need to know about. ...more

Fenwick & West LLP

Securities Law Update - November 2024

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Welcome to the latest edition of Fenwick’s Securities Law Update....more

Davies Ward Phillips & Vineberg LLP

Governance Insights: 10 Trends that GCs and Boards Need to Know

The latest edition of Davies’ Governance Insights is now available. In this issue, we explore 10 important trends that will help general counsel and boards navigate the year ahead. In order to help you with your strategic...more

Fenwick & West LLP

Proxy Voting Advisory Firms Address Severance Payments, Cybersecurity Risk Ownership and Share Ownership Guidelines in Updates to...

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Institutional Shareholder Services (ISS) and Glass Lewis, the leading proxy voting advisory firms in the United States, have announced updates and clarifications for their voting guidelines for the U.S. market for the 2024...more

Snell & Wilmer

Corporate Communicator - 2024 Annual Meeting Season

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Clawback Rules. As previously discussed in last Winter’s Corporate Communicator, the Securities and Exchange Commission (“SEC") adopted final rules in October 2022 directing the NYSE and Nasdaq to adopt listing standards that...more

Paul Hastings LLP

Public Company Watch: December 2023

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In the December Public Company Watch, we cover key issues impacting public companies, including a preview of the SEC’s latest regulatory agenda, an update regarding the Fifth Circuit vacating the SEC’s share repurchase rules,...more

BCLP

UK Corporate Briefing - December 2023

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Welcome to the Corporate Briefing, where we review the latest developments in UK corporate law that you need to know about. In this month’s issue, we discuss...more

Orrick, Herrington & Sutcliffe LLP

Considerations for Company Insiders When Contemplating Pledging Shares

For many insiders at a newly formed public company, a large portion of their net worth is potentially tied up in holdings of their company’s publicly-traded shares. These insiders often face challenges obtaining liquidity...more

Morrison & Foerster LLP

Preparing for the 2023 Proxy Season

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Public companies need to consider recent developments when preparing for the 2023 proxy and annual reporting season. We summarize key regulatory developments, recent guidance, important disclosure considerations and updates...more

Proskauer - Employee Benefits & Executive...

Proxy Season Greetings: ISS and Glass Lewis Announce Policy Updates Ahead of the 2023 Proxy Season

Proxy advisory firms Institutional Shareholder Services (“ISS”) and Glass Lewis (“GL”) each published their annual policy updates for 2023, which updates made certain changes relating to executive compensation. As a general...more

Hogan Lovells

ESG Market Alert – December 2022

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In this alert, we provide a round-up of the latest developments in ESG for UK corporates. In this month’s ESG Market Alert, we cover: On 17 November, advisory services company Glass Lewis published its 2023 ESG policy and...more

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