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Environmental Social & Governance (ESG) Shareholders Board of Directors

Cooley LLP

What the 2025 No-Action Letter Landscape Tells Us About Preparing for 2026

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The 2025 proxy season marked a turning point in the Securities and Exchange Commission’s (SEC) administration of shareholder proposals. Over the course of the season, the staff of the Division of Corporation Finance (staff)...more

Nelson Mullins Riley & Scarborough LLP

Modern Bonus Structures: The Rise of Multi-Factor Incentive Plans

As investor expectations shift, regulatory pressure mounts, and business models evolve, compensation committees are moving away from short-term incentive plans that rely solely on a single financial performance measure. The...more

Vinson & Elkins LLP

Playing the Long Game: Why Corporate Directors Must Keep Their Company’s Long-Term Mission in Focus

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Corporate boards are no stranger to near-term pressures, but these days the pressures are piling as high as they ever have. Geopolitical tensions and supply-chain disruptions; climate change and technological revolutions;...more

Cooley LLP

Glass Lewis Policy Benchmark Survey: The Primary Topics

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Recently, I blogged about how ISS is soliciting input on its annual policy benchmark survey. Glass Lewis has also released its annual policy benchmark survey, with responses due by September 15th....more

KPMG Board Leadership Center (BLC)

KPMG Board Insights Podcast: Trends and takeaways from the 2025 proxy season -Transcript

In this recent podcast, Trends and takeaways from the 2025 proxy season, KPMG Board Leadership Center (BLC) Senior Advisor Stephen Brown and Freshfields Partner Pamela Marcogliese discuss shareholder proposal trends and...more

KPMG Board Leadership Center (BLC)

Trends and takeaways from the 2025 proxy season

Proxy voting trends and outcomes, shareholder engagement, activism, and lessons for boards. KPMG Board Leadership Center Senior Advisor Stephen Brown and Freshfields Partner Pamela Marcogliese share their takeaways for...more

Cooley LLP

Proxy Season Highlights Part One Shareholder and Management Proposals

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The 2025 proxy season (July 1, 2024 – June 20, 2025, meetings) concluded with a significant drop in the volume of shareholder proposals from the 2024 proxy season’s record high, as environmental and social (E&S) proposals...more

A&O Shearman

Reflections on the 2025 AGM and reporting season

A&O Shearman on

As the 2025 AGM and reporting season passes its peak, we have produced a note of our reflections on what we’ve seen in the market so far this year, and developments we’re expecting in the coming months. The key themes...more

Seyfarth Shaw LLP

HKEx’s Enhanced Corporate Governance Code and Related Listing Rules

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HKEx published conclusions in December 2024 to its consultation on Review of the Corporate Governance Code (“CG Code”) and related Listing Rules. The latest changes to the CG Code and related Listing Rules include (i)...more

DLA Piper

Reminders and New Disclosure Requirements for the 2025 Proxy Season

DLA Piper on

The proxy statement has become an integral component of a public company’s preparation for its annual meeting of shareholders. The rules and regulations under the Securities and Exchange Act of 1934 (the Exchange Act),...more

Cohen & Gresser LLP

A New Chapter for the SEC: A Philosophical Shift on Shareholder Engagement, Shareholder Proposals, and ESG

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Only a short time has elapsed since President Trump named Mark T. Uyeda as Acting Chair of the Securities and Exchange Commission (“SEC”) on January 21, 2025. Already, however, the regulatory climate has shifted significantly...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

Wilson Sonsini Goodrich & Rosati

Preparing for the 2025 Reporting Season: Proxy Season Reminders

With the 2025 proxy season upon us, this Alert highlights governance, disclosure, and engagement considerations for companies preparing for their 2025 annual meetings. Many of the governance and disclosure matters discussed...more

Cooley LLP

Glass Lewis Changes Course on Board Diversity (Too)

Cooley LLP on

Given the late season announcement last week from ISS on its board diversity voting policies, it’s not that surprising that Glass Lewis also has now announced changes to its voting policies in this area. Glass Lewis has sent...more

Wilson Sonsini Goodrich & Rosati

ISS and Glass Lewis: Board Diversity Voting Policies

On February 11, 2025, Institutional Shareholder Services (ISS) announced a change to its voting policy with respect to board diversity. ISS will no longer consider the gender and racial and/or ethnic diversity of U.S. company...more

Cooley LLP

Whoa! ISS Updates Its Voting Policies (Again) to No Longer Consider Board Diversity

Cooley LLP on

In a rare move to update its voting policies in the midst of proxy season, ISS issued this press release stating it will no longer consider a board’s gender, racial or ethnic diversity when making director election...more

BCLP

Pullback on Consideration of Board Diversity by ISS, BlackRock and Vanguard

BCLP on

Citing recent DEI developments in the U.S., ISS released its Statement on Diversity Factors in Director Elections on February 11, 2025 announcing that it will “indefinitely halt consideration of certain diversity factors in...more

Akin Gump Strauss Hauer & Feld LLP

ISS Indefinitely Halts Consideration of Diversity Factors When Making Proxy Voting Recommendations

On February 11, 2025, Institutional Shareholder Services (ISS) announced that it is suspending the consideration of diversity factors when making voting recommendations for directors at U.S. public companies. ISS’s press...more

Cooley LLP

BlackRock and Vanguard Release 2025 Proxy Voting Guidelines

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On January 31, 2025, Vanguard issued its proxy voting policy for US portfolio companies, following the publication of BlackRock’s proxy voting guidelines for benchmark policies – US securities in December 2024. The updates...more

Venable LLP

ISS and Glass Lewis Release Proxy Voting Policy Changes for 2025

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Institutional Shareholder Services Inc. (“ISS”) recently released its updates to its Proxy Voting Guidelines. These updates will take effect for all annual meetings held after February 1, 2025....more

Davies Ward Phillips & Vineberg LLP

Governance Insights: 10 Legal Updates GCs, Boards and Investors Need to Know

The latest edition of Davies’ Governance Insights is now available. In this issue, we review 10 developments that general counsel and directors of Canadian public companies, and their investors, should know for 2025 and...more

Bradley Arant Boult Cummings LLP

Latest Changes to ISS and Glass Lewis Proxy Voting Guidelines

Institutional Shareholder Services (ISS) and Glass Lewis, two leading proxy advisory firms, recently announced updates to their U.S. proxy voting policies in advance of the 2025 proxy and annual meeting season. Public...more

Latham & Watkins LLP

Corporate Governance in Italy: ESG Issues to Consider for the 2025 Assembly Season

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The Corporate Governance Code recommends that the board of directors promote, in the most appropriate forms, dialogue with shareholders and other stakeholders relevant to the company, thus tying the goal of "sustainable...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

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