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Fenwick & West LLP

Important State Law Developments

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Companies doing business in Texas and California should be aware of the following state law developments, which could affect them....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

UK Public Markets Monitor – Q2 2025

AIM Consultation Paper - 7 April 2025 / LSE - The London Stock Exchange (LSE) initiated a significant consultation on the Alternative Investment Market (AIM). The discussion paper sought feedback from market participants...more

Bracewell LLP

Texas Targets Proxy Advice Based on Nonfinancial Factors With SB 2337

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On June 20, 2025, Texas Governor Greg Abbott signed into law Senate Bill 2337 (SB 2337), which imposes new regulations on proxy advisory firms — such as ISS and Glass Lewis — when providing voting recommendations and other...more

A&O Shearman

Reflections on the 2025 AGM and reporting season

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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

Paul Hastings LLP

Public Company Watch: Q1 2025

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The Q1 2025 edition of the Public Company Watch highlights critical updates and regulatory changes affecting public companies. Staying informed on these topics is crucial for effective compliance and strategic planning....more

Jones Day

The Relevance of "Economic Relevance"

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For those who use “March Madness” to describe proxy season rather than basketball, they'll immediately know that the “economic relevance” exclusion under Rule 14a-8(i)(5) is something of a lore in the SEC's shareholder...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

[Webinar] A Shift in ESG: Navigating Environmental and Social Issues Under the New Administration - A Three-Part Series - March...

Under the new administration, several shifts in E&S have impacted public companies across a number of different practice areas. In light of these developments, companies are taking a wide array of approaches to disclosure,...more

Cooley LLP

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

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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

Hogan Lovells

SEC staff revives former guidance on shareholder proposals raising social policy issues

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On February 12, the SEC’s Division of Corporation Finance issued Staff Legal Bulletin No. 14M (SLB 14M) to update its guidance on the “economic relevance” and “ordinary business” exclusions in Exchange Act Rule 14a-8, which...more

Jenner & Block

Client Alert: SEC Staff Legal Bulletin 14M Rescinds Prior Staff Guidance and Implements More Company-Friendly Approaches to...

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On February 12, 2025, the Division of Corporation Finance (Staff) of the US Securities and Exchange Commission (SEC) issued Staff Legal Bulletin No. 14M (SLB 14M) concerning shareholder proposals for public company proxy...more

Keating Muething & Klekamp PLL

Proxy Season Update: SEC Restores Case-by-Case Approach for Shareholder Proposal Exclusions

Public companies navigating the 2025 proxy season just got some breathing room—at least when it comes to excluding certain shareholder proposals. Last week, the Staff of the SEC’s Division of Corporation Finance—in a...more

Cooley LLP

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

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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

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

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

Vinson & Elkins LLP

Executive Compensation Under the New Administration

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President-elect Donald Trump’s impending return to power on January 20, 2025, has created uncertainty and challenges for proxy advisory firms, such as ISS and Glass Lewis, which provide voting recommendations to investors on...more

Bass, Berry & Sims PLC

[Webinar] ESG Outlook: Preparing for the 2025 Reporting Season - December 17th, 12:00 pm - 1:00 pm CST

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Join Bass, Berry & Sims and leading environmental, social, and governance (ESG) along with corporate and securities thought leaders for the next installment of our ESG Impact Webinar series. As public companies prepare for...more

Wilson Sonsini Goodrich & Rosati

2024 Silicon Valley 150 Corporate Governance Report

Wilson Sonsini’s 2024 Silicon Valley 150 Corporate Governance Report reviews the corporate governance practices and disclosures of the Valley's largest public companies between October 1, 2023, and September 30, 2024. The...more

Perkins Coie

Glass Lewis Voting Policy Changes for 2025: 8 Things to Know

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Recently, Glass Lewis announced the release of its 2025 U.S. Benchmark Policy Guidelines and guidelines for Shareholder Proposals & ESG-Related Issues that apply across markets. Here are 8 things to know about this year’s...more

Fenwick & West LLP

ISS Examines Trends in Shareholder Proposals Over the Past Decade

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Institutional Shareholder Services (ISS) recently released its “U.S. Shareholder Proposals: A Decade in Motion,” in which it examines trends in shareholder proposals submitted at U.S. companies from July 2014 to June 2024, as...more

Latham & Watkins LLP

Recent Developments for Directors - November 2024

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SEC Penalizes Director for Misleading D&O Questionnaire Response - The SEC recently brought an enforcement action against a director for causing violations of the proxy rules by failing to disclose a close personal...more

White & Case LLP

Japan 2024 Proxy Season

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Summary of June 2024 Annual General Shareholder Meeting Season Shareholder Proposals - - While the total number of shareholder proposals is comparable to the June 2023 general meeting season, the number of companies...more

Fenwick & West LLP

Notable Trends in 2024 ESG/Sustainability Reports

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Teneo Insights recently published its fourth annual “State of U.S. Sustainability Reports,” which analyzes 250 sustainability reports from S&P 500 companies published this year through July 30, seeking to understand how...more

Skadden, Arps, Slate, Meagher & Flom LLP

HKEX Consults on New Corporate Governance Reforms

查看中文 In a consultation paper issued in June 2024, The Stock Exchange of Hong Kong Limited (HKEX) is proposing amendments to The Rules Governing the Listing of Securities on HKEX (the Listing Rules) to improve corporate...more

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