Society Blog

Pro- and Anti-DEI Shareholder Proposals: State of Play

By Randi Morrison posted 2 hours ago
Fenwick’s “ How DEI Shareholder Proposals Are Faring in 2025 ” summarizes pro- and anti-DEI proposal types and voting support this calendar year compared to the full 2024 proxy season (July 1 through June 30) based on data from Proxy Analytics. This post first appeared in the weekly Society Alert !

CII Updates Corporate Governance Policies

By Randi Morrison posted 2 hours ago
On March 11, CII released updated Policies on Corporate Governance reflecting the following changes (table courtesy of Minerva Analytics): This post first appeared in the weekly Society Alert !

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 2 hours ago
Corporate Governance: In the News - Articles of Interest China Warns Against Trade Deal With U.S. at Beijing’s Expense - WSJ, April 21, 2025 Closed-End Funds Get Fresh Roadmap Against Activist Investors – Bloomberg Law, April 20, 2025 UK banks expected to win shareholder approval for big pay rises for bosses | The Guardian, April 19, 2025 The King Lear Syndrome: Succession ...

Board Composition & Succession

By Randi Morrison posted 4 days ago
“ 10 Tips for Board Evaluation and Succession Planning: The Year in Governance ” from the In-House Subcommittee of the ABA Business Law Section’s Corporate Governance Committee offers actionable tips and sound guidance to promote optimal board and committee composition and leadership in relation to disciplined succession/refreshment planning. The piece is jointly authored in part by two seasoned in-house ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 4 days ago
Corporate Governance: In the News - Articles of Interest 'Conversations Are Happening:' Clients Haven't Stopped Asking Their Attorneys Whether Delaware Is Their Best Option for Incorporation – law.com, April 17, 2025 SEC approves first US ‘green’ stock exchange | ESG Dive, April 17, 2025 Bayer decides against Say on Climate amid ESG backlash – Responsible Investor, April 17, 2025 ...

Faith/Values Investors Report on Filed Proposals

By Randi Morrison posted 5 days ago
The Interfaith Center on Corporate Responsibility—a coalition of more than 300 faith- and values-driven institutions—released its “ 2025 Proxy Resolutions & Voting Guide ” (complimentary download), which provides information on the 217 ICCR member-sponsored proposals filed for the 2025 proxy season as of February 15. Proposals are categorized by topic and company, and include proposal lead and ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 5 days ago
Corporate Governance: In the News - Articles of Interest Companies halt guidance in wake of tariffs | Governance Intelligence, April 16, 2025 California’s Newsom Sues Trump Over ‘Chaos’ of Tariff Regime – Bloomberg Law, April 16, 2025 4 big law firms agree not to label lawful programs as DEI, EEOC says | ESG Dive, April 16, 2025 Musk’s DOGE Hunts for SEC Cuts but Savings Will ...

Big Three Institutional Investor Proxy Voting Policies

By Randi Morrison posted 6 days ago
Georgeson released summaries for each of the Big Three’s— BlackRock , Vanguard , and State Street —proxy voting policy updates, which we reported on here , here , and here , respectively. Weil’s “ Heads Up for the 2025 Proxy Season: Re-Considering Board Diversity Disclosures; Update on the ‘Big ‘” Investor Policies ” summarizes updated board diversity proxy voting policies recently ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 6 days ago
Corporate Governance: In the News - Articles of Interest Net Zero Banking Alliance Eases Climate Rules, Retreats from 1.5°C Target - ESG News, April 15, 2025 We Mean Business Coalition, CDP, Ceres Publish 7-Step Framework to Drive Supplier Climate Engagement - ESG News, April 15, 2025 How a CEO’s pay package influences corporate culture | ICAEW, April 15, 2025 Small Proxy ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 7 days ago
Corporate Governance: In the News - Articles of Interest How to Handle Addressing Bad News in Disclosure - RealTransparentDisclosure.com, April 14, 2025 Ally’s DEI suit dismissed after bank reduces emphasis | ESG Dive, April 14, 2025 UN reaches deal on global shipping net-zero standard in spite of US opposition | ESG Dive, April 14, 2025 SEC Cuts Access to Mandated Diversity ...

SEC Staff Posts Restatement & Clawback Checkbox C&DIs

By Randi Morrison posted 7 days ago
On Friday, the SEC posted the following new Exchange Act Forms C&DIs on financial restatement and compensation clawback checkboxes and associated disclosure: Question 104.20 Question: When a listed issuer reports a change to its previously issued financial statements in an annual report, how should the issuer determine whether “the financial statements of the registrant included ...

Executive Security Perk Disclosure on the Rise

By Randi Morrison posted 8 days ago
Among the noteworthy takeaways from Pearl Meyer’s “ Executive Compensation Highlights: First 100 S&P 500 Proxy Filers in 2025 ”: executive security perk disclosures among the first 100 S&P 500 proxies filed in 2025 increased from 24% to 31% season-over-season. The prevalence is expected to increase further as the season unfolds in light of the United Healthcare CEO murder in December 2024. ...

Caremark Liability: Political Risks

By Randi Morrison posted 8 days ago
ArentFox Schiff’s “ ESG Update: Corporate Directors May Be Obligated to Assess Political Risk ” provides a high level overview of director Caremark liability and how it may apply to risks arising from the volatile political environment. The post suggests good governance practices to mitigate the risks in the context of recent developments including those relating to tariffs, immigration, DEI, sustainability, ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 8 days ago
Corporate Governance: In the News - Articles of Interest Leveling The Playing Field Of Corporate And Shareholder Transparency - Corporate Board Member, April 11, 2025 Five Major Law Firms Cut $600 Million Deals With Trump – Bloomberg Law, April 11, 2025 Paul Weiss, Assailed by Trump, Quietly Scrubs ESG From Website - Bloomberg, April 11, 2025 Paul Atkins confirmed to lead ...

FAQs on EDGAR Next Enrollment

By Ted Allen posted 10 days ago
The Society's EDGAR Next working group has prepared a set of Frequently Asked Questions on enrolling in EDGAR Next. For additional resources on this topic (including sample documents) from the Society, the SEC, law firms, and filing agents, please visit the EDGAR Next section of the Society's Resource Center.

Board & Workforce DEI Disclosure Practices & Trends

By Randi Morrison posted 11 days ago
Board Diversity — DiverseIQ reported on board diversity disclosure trends based on its review of the more than 900 Russell 3000 proxy statements filed to date. Disclosure of at least one quantitative measure of board diversity has declined ~20% season-over-season across all companies, as shown here: Notably, with the elimination of the board diversity disclosure requirement ...

EU Approves Delayed Implementation of CSRD/CS3D, Opens ESRS Consultation

By Randi Morrison posted 11 days ago
Further to last week’s report , on April 3, the European Parliament approved with a significant majority (531 in favor | 69 opposed | 17 abstentions) the EU Omnibus stop-the-clock proposal, which the Society and other membership associations supported . See the European Parliament’s release and Simpson Thacher’s post . In the meantime, prompted by the European Commission’s Omnibus proposals, ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 11 days ago
Corporate Governance: In the News - Articles of Interest Senate Confirms Paul Atkins as SEC Chairman | PLANADVISER, April 10, 2025 Germany's New Coalition Government Eliminates Sustainability Due Diligence Law - ESG Today, April 10, 2025 Four ESG data and disclosure trends to watch – Responsible Investor, April 10, 2025 ESG round-up: ESMA warns of 'inconsistent practices' ...

New SEC Chair Confirmed

By Randi Morrison posted 12 days ago
Earlier today, the Senate confirmed Paul Atkins as the new SEC Chair on vote of 52 – 44 . See the SEC’s statement .

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 12 days ago
Corporate Governance: In the News - Articles of Interest Compensation Clawbacks Begin to Take Hold in Corporate America - Intelligize, April 9, 2025 Trump EO targets state climate, emissions and ESG policies | ESG Dive, April 9, 2025 IFRS, TNFD Launch Formal Collaboration on Nature-Related Sustainability Reporting - ESG Today, April 9, 2025 IFRS, TNFD Sign Agreement to Advance ...