News & Analysis as of

Diversity Proxy Season

Mayer Brown

The Future of Board Diversity Disclosures

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The current proxy season presents new challenges and opportunities for U.S. companies as they face shifting expectations regarding board diversity. There are a number of notable developments. The Fifth Circuit Court of...more

Wilson Sonsini Goodrich & Rosati

Glass Lewis Stands by Its Diversity-Related Voting Guidelines but Will Include Flag

As we reported in our Preparing for the 2025 Proxy Season client alert, Glass Lewis announced on February 18, 2025, that it was reviewing its diversity-related voting guidelines “in the face of the U.S. Administration’s...more

Cooley LLP

Glass Lewis Addresses Board Diversity With “For Your Attention” Flag

Cooley LLP on

This Cooley Alert that I blogged about earlier today – penned by Brad Goldberg, Beth Sasfai, Luci Altman, and Michael Mencher – has been updated for this development...more

Cooley LLP

Policy Updates and Considerations for Proxy Season

Cooley LLP on

Public companies find themselves rethinking disclosures relating to the diversity of their board and their director recruitment practices as they head into proxy season, given recent developments – including the US Court of...more

Stikeman Elliott LLP

ISS and Glass Lewis 2025 Canadian Benchmark Policy Guidelines

Stikeman Elliott LLP on

Institutional Shareholder Services (“ISS”) and Glass Lewis have published their Canadian benchmark policy guidelines for the 2025 proxy season. Key updates focus on the board’s oversight of artificial intelligence (“AI”),...more

Vinson & Elkins LLP

DEI in Flux During Annual Reporting and Proxy Filing Season

Vinson & Elkins LLP on

Companies with forthcoming annual report and proxy statement filings should consult with counsel regarding recent regulatory and legal developments related to diversity, equity and inclusion (“DEI”) initiatives and the...more

Blake, Cassels & Graydon LLP

2025 Proxy Advisory Firm Voting Guidelines: Canadian Highlights

In preparation for the upcoming 2025 proxy season, issuers should familiarize themselves with the updated Canadian proxy voting guidelines recently published by Institutional Shareholder Services Inc. (ISS) and Glass, Lewis &...more

Keating Muething & Klekamp PLL

Securities Snapshot: 4th Quarter 2024 - 2025 Reporting Season – Key Considerations

As we bid farewell to 2024, we welcome not only another year but also several new disclosure requirements. In this Snapshot, we summarize several developments and best practices for public companies to consider as the 2024...more

Venable LLP

Fifth Circuit Vacates Nasdaq's Board Diversity Rules: Key Implications for the 2025 Proxy Season

Venable LLP on

On December 11, 2024, the U.S. Court of Appeals for the Fifth Circuit, in a 9-8 en banc decision, vacated the approval of Nasdaq's board diversity rules by the Securities and Exchange Commission (SEC). The court held that the...more

Fenwick & West LLP

Pro-DEI Shareholder Proposals and Support Down for 2024

Fenwick & West LLP on

The number of pro-DEI proposals submitted by shareholders decreased overall in the 2024 proxy season compared to the 2023 proxy season, according to data provided by Proxy Analytics. Average support for DEI proposals...more

Fenwick & West LLP

Anti-DEI Shareholder Proposals Up in 2024 but Remain Unpopular with Investors

Fenwick & West LLP on

The number of anti-Diversity, Equity, and Inclusion proposals submitted by shareholders increased overall in the 2024 proxy season compared to the 2023 proxy season, according to data provided by Proxy Analytics. However,...more

Fenwick & West LLP

The Future of DEI Shareholder Proposals

Fenwick & West LLP on

Following the death of George Floyd and the Black Lives Matter protests against racial inequity in 2020, many companies increased their commitments to diversity, equity and inclusion (DEI), as well as their external...more

Keating Muething & Klekamp PLL

Securities Snapshot: 1st Quarter 2024 - New Climate-Disclosure Rules Subject to Heat of Legal Challenges

While your winter blues are hopefully melting away, recent rule making from the Securities and Exchange Commission is feeling the heat of several lawsuits. In this Snapshot, we review the legal challenges facing the SEC’s...more

Morgan Lewis

2024 Proxy Season: The Importance of Evaluating DEI, ESG, and Corporate Social Responsibility Disclosures

Morgan Lewis on

In preparing for both the 2024 proxy season and publication of inaugural or refreshed corporate social responsibility or sustainability reports, as well as in anticipation of final climate disclosure rules from the SEC as of...more

Wilson Sonsini Goodrich & Rosati

Preparing for the 2024 Proxy Season

As we enter the 2024 proxy season, public companies should consider a number of key disclosure and governance matters. Below is a high-level summary of applicable rule changes, guidance, and disclosure considerations for the...more

A&O Shearman

2024 Proxy Season Quick Reference Guide

A&O Shearman on

The 2024 proxy season is just around the corner. This quick reference guide, which is intended to supplement Shearman & Sterling’s 21st Annual Corporate Governance & Executive Compensation Survey, summarizes themes from the...more

Latham & Watkins LLP

Key Topics for the 2024 UK AGM Season

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This publication provides an overview of the top trending issues as we approach this year’s AGM and reporting season. We highlight key areas of AGM practices and reporting that will need to adapt to recent legal and...more

Fenwick & West LLP

Corporate Governance Practices and Trends in Silicon Valley and at Large Companies Nationwide

Fenwick & West LLP on

For two decades, Fenwick has reported on corporate governance statistics and trends among the S&P 100 and Silicon Valley’s top public companies (Fenwick – Bloomberg Law Silicon Valley 150 List), with the goal of educating...more

Bennett Jones LLP

ISS and Glass Lewis Update 2024 Proxy Voting Guidelines

Bennett Jones LLP on

Glass, Lewis & Co (Glass Lewis) and Institutional Shareholder Services (ISS) have each released updates to their Canadian proxy voting guidelines for the 2024 proxy season. The Glass Lewis updates apply to shareholder...more

White & Case LLP

Japan 2023 Proxy Season

White & Case LLP on

The Number of Shareholder Proposals Made by Activist Shareholders, Votes Against Management Proposals and Listed Companies Facing Shareholder Proposals Each Continue to Trend Upward in Japan - During the June 2023 annual...more

Vinson & Elkins LLP

V&E Quarterly Securities & ESG Updates - Summer 2023

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Welcome to Vinson & Elkins’ Securities and ESG Updates. Our aim is to provide insights into notable developments in securities reporting and the environmental, social and governance space over the quarter and, where...more

Vinson & Elkins LLP

Vinson & Elkins' Quarterly Securities & ESG Updates - Spring 2023

Vinson & Elkins LLP on

Welcome to Vinson & Elkins’ Securities and ESG Updates. Our aim is to provide insights into notable developments in securities reporting and the environmental, social and governance space over the quarter and, where...more

Skadden, Arps, Slate, Meagher & Flom LLP

2023 Annual Meeting Filing and Disclosure Requirements

SEC Proxy Filing Requirements - File proxy card, Notice of Internet Availability and other soliciting materials with the SEC. In addition to filing the proxy statement, companies should confirm that the proxy card, the...more

Smith Anderson

Institutional Shareholder Services and Glass Lewis Update Proxy Voting Guidelines for 2023

Smith Anderson on

Institutional Shareholder Services (ISS) and Glass, Lewis & Co. (Glass Lewis), the two leading providers of corporate governance research and proxy voting services, have published their updated proxy voting guidelines for...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

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