Society Blog

CalPERS’ Updated Proxy Voting Guidelines Add Labor, Maintain Diversity

By Randi Morrison posted yesterday
CalPERS’ updated proxy voting guidelines provide for its withholding of votes from director nominees that have demonstrated a lack of commitment and/or failed oversight surrounding human capital management and other labor issues in line with its Labor Principles . The Board Diversity policy remains unchanged from the 2023 guidelines: See this redline of CalPERS’ updated guidelines ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted yesterday
Corporate Governance: In the News - Articles of Interest Corporate Capital Delaware's Business Law Overhaul: Explained – Bloomberg Law, March 26, 2025 In win for Zuckerberg camp, Delaware OKs company-friendly changes to corporate law | Pensions & Investments, March 26, 2025 Phillips 66 Proposes New Board Members Amid Elliott Battle - WSJ, March 26, 2025 Activist Elliott Sues ...

Additional EDGAR Next Resources

By Ted Allen posted 2 days ago
Fidelity plans to host a webinar on March 27 at 1 pm Eastern on EDGAR Next. To register, click here . In addition, Workiva has posted links to the webinars that it had conducted: * Intro to EDGAR Next Webinar with Workiva Team * EDGAR Next for Section 16 Filers Webinar * EDGAR Next Webinar

Delaware Governor Signs DGCL Amendments

By Ted Allen posted 2 days ago
On March 26, Delaware Governor Matt Meyer announced that he signed Senate Bill 21 , which would amend the Delaware General Corporation Law's provisions relating to board approval of transactions with controlling shareholders and place new limits on Section 220 "books and records" actions by shareholders. The bill cleared the Delaware House by a 32 to 7 vote, with two members absent, on March 25. ...

Key Takeaways: Corporate Executive Security Roundtable

By Randi Morrison posted 2 days ago
We are pleased to share the Key Takeaways from our recent, well-attended Corporate Executive Security Practices Virtual Roundtable featuring Holland & Knight Partner David Cole , Kroll Managing Director, Enterprise Security Risk Management Matthew Dumpert , and Northrop Grumman Corporation Vice President, Security and Chief Security Officer Terry Phillips . This important and timely program ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 2 days ago
Corporate Governance: In the News - Articles of Interest SEC releases decisions on DEI proposals under new 14a-8 guidance | Governance Intelligence, March 25, 2025 Texas Proposes Corporate Governance Reforms in SB 29 – National Law Review, March 25, 2025 Will an opt-in mechanism resolve the melee over Delaware’s controversial SB 21? – Cooley PubCo, March 25, 2025 What The ESG Backlash ...

D.C. Circuit Schedules Oral Argument in Proxy Advisor Litigation

By Ted Allen posted 2 days ago
The U.S. Court of Appeals for the District of Columbia Circuit has scheduled a May 2 oral argument in a lawsuit over the Securities and Exchange Commission's authority to regulate proxy advice. The case arose from a 2019 lawsuit filed by Institutional Shareholder Services (ISS), which contends that the SEC does not have the authority to regulate proxy advisors through exemptions to the Commission's ...

Benchmarking: Board Refreshment and Director Succession Planning

By Randi Morrison posted 3 days ago
The following are among the key takeaways from Spencer Stuart’s survey on director succession and board refreshment practices, which surveyed 932 public and private company directors. Succession tools —More than half of companies use full board assessments, board skills matrices, and board committee assessments to inform their board succession strategies. Succession tool ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 3 days ago
Corporate Governance: In the News - Articles of Interest JPMorgan rebrands DEI, leaves Net-Zero Asset Managers initiative | ESG Dive, March 24, 2025 Trump targets lawyers in immigration cases, lawsuits against administration | Reuters, March 24, 2025 Exclusive: Interim SEC chief cast sole vote against suing Musk | Reuters, March 24, 2025 SEC facing 'death by 1,000 cuts,' professors ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 4 days ago
Corporate Governance: In the News - Articles of Interest JPMorgan makes changes to its diversity programs, memo says | Reuters, March 21, 2025 CII Updates Reincorporation & Shareholder Voting Rights Policies - Minerva-Manifest, March 21, 2025 Revised EU due diligence regime no longer aligned to UN rules, warn experts – Responsible Investor, March 21, 2025 Paul Atkins SEC Chair ...

FinCEN Removes US Companies & Persons from BOI Reporting Under CTA

By Randi Morrison posted 4 days ago
Consistent with our recent report , on March 21, FinCEN issued an interim final rule removing the requirement for US companies and persons to report beneficial ownership information to FinCEN under the Corporate Transparency Act. The rule is effective 60 after publication in the Federal Register . Access additional resources on our Corporate Transparency Act page .

Atkins Scheduled for a March 27 Senate Hearing

By Ted Allen posted 6 days ago
Paul Atkins, who is President Trump's choice to chair the Securities and Exchange Commission, is scheduled to appear for a confirmation hearing before the U.S. Senate's Banking Committee on Thursday, March 27. Atkins, who previously served as an SEC commissioner from 2002 to 2008, is the chief executive of Patomak Global Partners , a consulting firm that represents financial industry interests. ...

“DEI” and “Diversity, Equity and Inclusion” References Decline 50+%

By Randi Morrison posted 7 days ago
In “ 'Diversity' Becomes 'Belonging' as Companies Shift DEI Lingo ,” Bloomberg Law notes the steep decline in companies’ use of “DEI” and “diversity, equity and inclusion” in their Form 10-Ks this calendar year to date in favor of other terms such as “inclusion,” “merit-based hiring,” and “belonging." The article cites examples of terminology eliminated, added, and/or tweaked with respect ...

Nasdaq Companies Taking Various Approaches to Board Diversity Disclosure

By Randi Morrison posted 7 days ago
In this post: “ Disclosure Considerations: Nasdaq Board Diversity Matrix ,” Goodwin describes the various approaches to board diversity disclosures that Nasdaq-listed companies are taking this season in the absence of the Nasdaq board diversity matrix requirement , consisting of (i) no substantive changes (other than removal of any language that the matrix is required), (ii) use of narrative disclosure ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 8 days ago
Corporate Governance: In the News - Articles of Interest EU investors back streamlining of sustainability rules in Omnibus proposal – Responsible Investor, March 19, 2025 CalPERS CEO Marcie Frost defends climate strategy, touts 'pro-investment' approach | Pensions & Investments, March 19, 2025 Activist Starboard launches boardroom battle at Autodesk over margin concerns | Reuters, ...

Form 10-K Early Filer Disclosure Takeaways & Tips

By Randi Morrison posted 9 days ago
In its post: “ Early Takeaways from the 2025 Reporting Season ,” Goodwin provides guidance to companies on select Form 10-K and annual report disclosure considerations based on its review of early filings. The post specifically addresses potential risk factor and other appropriate section disclosures on international trade, ESG, DEI, the (de)regulatory environment, and the geopolitical environment; ...

US-China Trade Relations Exposures & Disclosures

By Randi Morrison posted 9 days ago
In this new report: “ The U.S.-China Trade War: Rising Risks for Public Companies ,” Intelligize provides an overview of the history to date of trade relations between the US and China as a precursor to sharing some recent Form 10-K and Form 10-Q risk factor and other trade-related disclosures and statistics that reveal perceptions and determinations of increased risk exposure by public companies. ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 9 days ago
Corporate Governance: In the News - Articles of Interest Top fund managers ask US court to dismiss climate-related antitrust lawsuit | Reuters, March 18, 2025 BlackRock removes ‘ESG’ from 56 ETFs and funds housing $51bn – ETF Stream, March 18, 2025 SEC pushes back Names Rule compliance dates | ESG Dive, March 18, 2025 Why did the SEC remove the enforcement director’s authority to ...

EU Artificial Intelligence Act Risks & Disclosures

By Randi Morrison posted 10 days ago
Bloomberg Tax noted at least 70 US public companies, including Adobe, Airbnb, Gartner, Lyft, Mastercard, Reddit, and Roblox, that identified the EU Artificial Intelligence Act in their most recent Form 10-K risk factors. Among the types of risks cited are financial penalties, compliance costs, inconsistencies among EU regulations, increases in civil claims, adverse business impacts, and impacts on ...

Companies Looking to New SLB 14M to Support No-Action Requests

By Randi Morrison posted 10 days ago
DragonGC’s new report: “ Developments since the SEC issued SLB 14M; Research tool for making “ordinary business” and “economic relevance” arguments ” flags 16 no-action requests based on 14a-8(i)(7) (ordinary business) and/or 14a-8 (i)(5) (economic relevance) that specifically cite new SLB 14M , eight of which include a detailed “micromanagement” argument. No-action letters are listed by company, ...