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Director Engagement Disclosure

By Randi Morrison posted 4 hours ago

In this post: “ How ‘Beyond the Boardroom’ Disclosure Has Changed Over the Years ,” Transparent Disclosure notes the evolution of proxy disclosures regarding director engagement and participation outside the regular meeting schedule with reference to some great examples from Portillo’s 2025 Proxy Statement (p30 and see below) and Walgreens Boots Alliance’s 2024 proxy statement (p7). See numerous ...

Shareholder Engagement & Activism Response: Here’s How

By Randi Morrison posted 4 hours ago

Particularly instructive for those governance professionals newer to the role or newly involved in the company’s shareholder engagement efforts, or seasoned professionals seeking to better navigate the increasingly dynamic engagement environment, Wilson Sonsini’s “ Navigating Shareholder Engagement and Shareholder Activism: Essentials and Best Practices ” addresses in a reader-friendly fashion the ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 4 hours ago

Corporate Governance: In the News - Articles of Interest (articles published November 18- 20, 2025 ) Companies Struggle With DEI, Pay Equity, and Barrier Analysis | ESG Dive Europe Unveils Major Overhaul of ESG Rules for Asset Managers | Bloomberg ESG Momentum Is Slowing Overall, Study Finds | Fin News SEC’s Post-Shutdown Filing Backlog Risks Stalling U.S. IPOs ...

Enforcement of California SB 261 Preliminarily Enjoined: Implications for Companies (additional memos)

By Randi Morrison posted 17 hours ago

Further to yesterday's post (copied and pasted below), additional memos are here: Hogan Lovells | Sullivan & Cromwell | Wilson Sonsini These and additional memos will be posted on our Climate Risk & Disclosure page under Memos (Regulatory). Enforcement of California SB 261 Preliminarily Enjoined: Implications for Companies Reply to Group ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 2 days ago

Corporate Governance: In the News - Articles of Interest (articles published November 18- 19, 2025 ) U.S. Court Pauses Implementation of California Climate Reporting Law | ESG Today Court Pauses California Climate Disclosure Law Pending Appeal | Associated Press Everyone Calm Down? Hopes Rise as SEC Tries Balancing Act on Proxies | Reuters Shareholder Advocates ...

SEC publishes first 14a-8 no-action response under new “reasonable basis” framework

By Randi Morrison posted 2 days ago

Courtesy of Proxy Analytics Co-Founder, Steve Pantina: I am writing with a follow up from the client alert we issued Monday regarding the SEC’s announcement on Rule 14a-8 no-action requests for the 2025–2026 proxy season. Earlier today, the SEC posted the first no-action response applying the new “reasonable basis” framework, and we wanted to share a brief update. The new response ...

Enforcement of California SB 261 Preliminarily Enjoined: Implications for Companies

By Randi Morrison posted 2 days ago

Further to the note in today's Society Alert regarding the Ninth Circuit's preliminary injunction of the enforcement of California's SB 261 (as amended by SB 219 ) (climate-related financial risk reporting) that was published during CARB's third virtual public workshop yesterday (which the Society attended), see these memos from Ropes & Gray and Simpson Thacher with additional detail ...

Proxy Statements: Board Leadership Speaks

By Randi Morrison posted 2 days ago

In this post: “ Proxy Disclosure: The Importance of Hearing It Straight From the Board ,” Transparent Disclosure’s Broc Romanek leverages insights from a July 2025 interview with T. Rowe Price Donna Anderson regarding the desirability of “setting the stage” at the outset of the proxy statement with a board leadership letter or remarks, The post includes a recent example from GE Aerospace (p1) and ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 2 days ago

Corporate Governance: In the News - Articles of Interest (article s published November 17- 18, 2025 ) Ninth Circuit Court Halts Implementation of California Climate Law SB-261 | ESG Dive California Climate-Disclosure Law Paused by Ninth Circuit | Bloomberg Law Wall Street Regulator Drops Emphasis on Crypto in 2026 Exams | Reuters SEC to Enable Companies to Block ...

CARB Continues to Dribble Out Proposed Climate Disclosure Regulations

By Randi Morrison posted 2 days ago

Further to last week’s report , yesterday, CARB is holding today its third virtual public workshop on SB 253 (GHG emissions) and SB 261, as amended by SB 219, with reference to these workshop slides . Among the key takeaways from the slides: · The initial regulation will establish a first year only reporting deadline for SB 253 , which is now proposed to be August ...

Cybersecurity & AI Disclosure Practices & Trends

By Randi Morrison posted 3 days ago

Tapping into a topic of great interest to companies, investors, and regulators, EY's annual review of 80 Fortune 100 proxy statement and Form 10-K voluntary disclosures (filings through July 31, 2025) on board cybersecurity and AI oversight reveals these and other noteworthy findings for 2025: Artificial Intelligence Board Oversight 44% of companies (compared to 26% in 2024) included ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 3 days ago

Corporate Governance: In the News - Articles of Interest (articles p ublished November 13- 17, 2025 ) SEC to Sit Out No-Action Requests for 2025–26 Proxy Season Citing State Jurisdiction Theory | ESG Dive SEC Chair to Target Proxy Firms and Passive Investors to Address “Weaponization” of Shareholder Proposals | ESG Today SEC to Review Shareholder Proposal Rules at ...

SEC Corp Fin Largely Withdraws from 14a-8 No Action Review Process

By Randi Morrison posted 3 days ago

This morning, the SEC's Division of Corporation Finance released this monumental " Statement Regarding the Division of Corporation Finance's Role in the Exchange Act Rule 14a-8 Process for the Current Proxy Season " noting its substantive withdrawal from the Rule 14a-8 no-action process except for requests to exclude proposals under Rule 14a-8(i)(1). Please see the following Client Alert regarding ...

Evolving Your Engagement Program for Retail Investors

By Randi Morrison posted 4 days ago

“ THE PASS-THROUGH REVOLUTION: Retail Shareholders Take Center Stage ” from Gladstone Place Partners recounts recent developments, including the expansion of institutional investor voting choice (aka, pass-through voting) programs and the SEC’s greenlighting of Exxon Mobil’s retail voting program, that are elevating the importance of retail investors to companies’ shareholder communications and engagement ...

Executive Perk Disclosure Trends

By Randi Morrison posted 4 days ago

FW Cook’s inaugural “ 2025 Executive Perquisites Report ” reveals S&P 100 CEO and other NEO perk practices and trends from 2021 – 2024 based on proxy statement disclosures by perk category, inclusive of personal use of corporate aircraft and personal security , as well as a vast array of other perks. Access additional resources on our Executive Compensation page . ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 4 days ago

Corporate Governance: In the News - Articles of Interest (articles published November 12 - 15, 2025 ) Shareholder Influence on Executive Compensation | The Regulatory Review Banks Face Tough Questions on Politicized Debanking | Bank Director EU Parliament Votes to Cut ESG Rules After U.S. Pressure | Politico Pro Walmart CEO Doug McMillon to Retire, John Furner ...

Elevating the Corporate Secretary-Board Strategic Partnership

By Randi Morrison posted 7 days ago

Society members across types and sizes responding to a recent benchmarking survey provided insights on their current challenges in working with the board and opportunities to enhance strategic impact and board effectiveness. These insights helped inform a virtual roundtable on this topic and provide Society members with valuable benchmarking information. Among the key takeaways: ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 7 days ago

Corporate Governance: In the News - Articles of Interest (articles published November 11 - 13, 2025 ) EU Omnibus: Parliament Axes Climate Transition Plan Requirements in Seismic Vote | Responsible Investor ISSB Should Add Nature Disclosures to Existing Standards, Investors Say | Responsible Investor SEC Has Path to Expedite Shareholder Refereeing as Shutdown Ends ...

Corp Fin Publishes Post-Shutdown Guidance on Registration Statements

By Randi Morrison posted 7 days ago

The SEC's Division of Corporation Finance posted the following post-government shutdown guidance today in a Q&A format. During the government shutdown, issuers filed over 900 registration statements. Division staff is working expeditiously to clear the backlog of filings. In an effort to provide transparency to issuers with pending filings, Division staff is providing the following Questions ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 8 days ago

Corporate Governance: In the News - Articles of Interest (articles published November 10 - 12, 2025) Proxy Advisers ISS and Glass Lewis Are Facing Antitrust Probes | Wall Street Journal Delaware Court Weighs Paramount Bid to Rein In Investor Scrutiny | Bloomberg Law TNFD to Pause New Work After ISSB Takes Over Nature Reporting Standard Setting | ESG Today Are America’s ...

Director Education Programs

By Randi Morrison posted 9 days ago

Gibson Dunn and Cooley released updated listings of director education programs here and here , respectively. The regularly updated resources include programs for all types of companies and ranging from single topic, one-day (or shorter) events to comprehensive multi-day programs. See also the most current Society and Woodruff Sawyer compilations of director education program opportunities, ...

TNFD Releases Inaugural Status Report

By Randi Morrison posted 9 days ago

The TNFD released its inaugural report on nature-related disclosure practices. Given its infancy, the report discourages overreliance on the data (which was gathered from multiple sources, including a June/July 2025 survey) for purposes of understanding the quality of nature-related assessment and reporting, instead emphasizing the evidentiary value of assessment and disclosure practices. According ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 9 days ago

Corporate Governance: In the News - Articles of Interest (articles published November 7 - 11, 2025) EU Omnibus: Last-Minute Push for New Compromise Ahead of Crunch Vote | Responsible Investor Supreme Court Declines Republican State Lawsuit Against Democrat-Led States’ Climate Litigation | ESG Dive What to Expect When the Government Reopens: Key Considerations for ...

Director Requests for Information: Governance Considerations

By Randi Morrison posted 10 days ago

“ Director Data Requests – The Line Between Oversight and Management ” from Sullivan & Cromwell addresses what management can reasonably expect from the board in the way of requests for data and other information to facilitate their oversight responsibilities, and how to manage requests that may appear to overstep the line between board oversight and management responsibilities. The memo discusses ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 10 days ago

C orporate Governanc e: In the News - Articles of Interest (articles published October 27 – December 10, 2025) Leading Sustainable Investing and Faith-Based Organizations Sue to Block Wide Enforcement of Texas Law That Restricts Shareholder Advocacy, Free Speech | Interfaith Center on Corporate Responsibility (ICCR) EU Simplification Will Not Impact Investor Access to ESG ...

Audit Committee Auditor Evaluation Kit Includes Templates

By Randi Morrison posted 10 days ago

The CAQ released an updated " External Auditor Assessment Tool " aimed at assisting audit committees in conducting an effective evaluation of the company's external auditor. The user-friendly resource includes sample questions to assist audit committees in these specific areas relevant to the evaluation: Quality of services and sufficiency of resources provided by the audit firm and the engagement ...

Proxy Design & Disclosure Tips & Examples

By Randi Morrison posted 11 days ago

Aimed at helping companies enhance the clarity, presentation, appeal, and storytelling power of their proxy statements, Broadridge’s 2026 Proxy Design Handbook explores current trends in proxy design, offering practical strategies and examples from leading companies. The instructive resource illustrates design techniques and disclosure practices with links to full proxy statements and related materials. ...

Insider Trading Policy Practices

By Randi Morrison posted 11 days ago

Gibson Dunn’s review of the S&P 100 insider trading policies filed over the past year pursuant to the newish SEC rule revealed the following practice trends (based on express disclosure): Policy scope 96% of policies apply to directors, officers, and all employees of companies and their subsidiaries and, in some cases, certain affiliates, and their family members. 80% apply ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 11 days ago

Corporate Governance: In the News - Articles of Interest (articles published November 6 - 7, 2025) AI Is Coming for Performance Reviews | Wall Street Journal Dine Brands’ Corporate Governance Crisis Is Getting Worse | Forbes Campus DEI Persists Even in Texas | Wall Street Journal Tesla: How Do You Get Support for a $1 Trillion Pay Package? Give Shareholders ...

CEO & Director Pay Oversight Responsibility & Approval Practices

By Randi Morrison posted 14 days ago

Addressing a question that arises periodically among our membership, “ The Board’s Role in CEO and Director Compensation: Examining Leading Practices and Trade-offs ” from Compensation Advisory Partners shares helpful benchmarking data and associated commentary on companies’ CEO and director pay oversight and approval practices based on a review of disclosures made by the 110 largest S&P 500 companies. ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 14 days ago

Corporate Governance: In the News - Articles of Interest (articles published November 3 - 6, 2025) Elon Musk’s Tesla Pay Package Faces Pushback From Pension Funds | Pensions & Investments EU Signals Flexibility on ESG Rules After Threats From Qatar, US | Financial Post Can AI Boards Outperform Human Ones? | Harvard Business Review What CEOs Really Want From ...

CARB to Hold 3rd Virtual Public Workshop on Climate Disclosure Legislation

By Randi Morrison posted 14 days ago

Today, CARB announced a third virtual public workshop on SB 253 and SB 261 (Health & Safety Code (HSC) §§ 38532 and 38533, respectively) to be held Tuesday, November 18 from 9:30 am – 12:30 pm Pacific Time to, among other things: Discuss the preliminary list of covered/reporting entities published on September 24, 2025, and efforts to refine the list to inform development of the ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 15 days ago

Corporate Governance: In the News - Articles of Interest (articles published November 4 - 5, 2025) Tesla Board to Shareholders: Pay Musk—or Else | Reuters Florida State Board of Administration Backs Tesla Shareholders on Musk Compensation | Pensions & Investments Zurich Joins Insurer Exodus From SBTi Net Zero Certification Process | Responsible Investor ...

Proxy Voting Statistics & Trends

By Randi Morrison posted 16 days ago

Among the many noteworthy statistics and trends highlighted in Broadridge’s ProxyPulse report based on the firm’s analysis of annual meetings held January 1 – June 30 (H1) for each of the past five proxy seasons are these noteworthy and infrequently reported stats: Institutional and retail ownership have held relatively steady, although institutional investor ownership increased to a 5-year ...

S&P 500 AI-Related Risk Factor Disclosure

By Randi Morrison posted 16 days ago

According to research conducted by The Conference Board, based on data from Esgauge, reputational risks (predominantly implementation and adoption risk and risks associated with consumer-facing AI) topped, by a wide margin, cyber, legal / regulatory, and other AI-related risks disclosed by S&P 500 companies in the Risk Factors section of their 2023 – 2025 Form 10-K filings. The instructive report ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 16 days ago

Corporate Governance: In the News - Articles of Interest Delaware Justices Gear Up Review of New Corporate Law Overhaul | Bloomberg Law | November 4, 2025 Major Tesla Investor Rejects Elon Musk’s $1 Trillion Pay Deal | Wall Street Journal | November 4, 2025 Norway Wealth Fund to Vote Against Elon Musk’s $1 Trillion Tesla Pay Plan | Pensions & Investments | November 4, ...

Sustainability & Human Capital Disclosures Evolve

By Randi Morrison posted 17 days ago

Further to its previous article: “ Five Sustainability and Human Capital Disclosure Trends ,” which we reported on here , DiversIQ released a full report detailing its analysis of proxy disclosures across all sustainability-related disclosures covering workforce representation, employee development, pay equity, and the board of directors. Among other newly revealed findings, 74% of the S&P ...

Private Companies: Directors Speak!

By Randi Morrison posted 17 days ago

KPMG’s report: “ 2025 Private Company Board Survey Insights ” reveals benchmarking data on numerous private company governance practices based on a recent survey of 274 US private company directors across industries, sizes, and ownership structures (predominantly family-owned (27%), private equity (22%), and founder/entrepreneur (21%)). Coverage, which is helpfully reported out in the Appendix by respondent ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 17 days ago

Corporate Governance: In the News - Articles of Interest US Business Groups Send Letter Slamming ‘Egregious’ EU ESG Rule | Politico Pro/E&E News | November 3, 2025 PCAOB Board Member Christina Ho Says Leadership Change Has Sparked Tech Progress | CFO.com | November 3, 2025 Layoffs Are Rising—But the Labor Market Still Isn’t Cracking | Wall Street Journal | November 3, ...

Board Technology Oversight Practices & Guidance

By Randi Morrison posted 18 days ago

EY’s “ How boards can enhance technology oversight to unlock potential ” includes informative benchmarking data and insights on board technology oversight based on the firm’s review of S&P 500 technology committee charters and proxy statements and insights from the firm’s discussions with Fortune 500 directors and tech executives. As to board oversight structure specifically: Standalone ...

Audit Committee Chairs Speak on AI

By Randi Morrison posted 18 days ago

Large public company audit committee chairs shared their views and practices on the implementation and use of AI in the business and board / committee involvement and oversight, which are nicely summarized in this new Tapestry Networks / EY report: “ Artificial intelligence and the board: what audit committees need to know .” Among the many key takeaways: Apply the use of AI strategically ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 18 days ago

Corporate Governance: In the News - Articles of Interest Designing and Implementing Executive Compensation Clawbacks | Reuters Practical Law The Journal | November 1, 2025 Board Oversight of AI Risk Through an Ethical Lens | Reuters Practical Law The Journal | November 1, 2025 PCAOB Board Member Christina Ho Says Leadership Change Has Sparked Tech Progress | CFO.com | October ...

Activism Response Considerations

By Randi Morrison posted 21 days ago

“ When Should Boards Fight (and Not Settle)? ” from Vinson & Elkins discusses the ongoing trend toward companies settling with activists in lieu of engaging in proxy contests, with settlements among the S&P 500 historically associated with such companies underperforming the market by ~10% in the three years following the settlement. The memo discusses the risks and other considerations associated ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 21 days ago

Corporate Governance: In the News - Articles of Interest Co-CEOs Need Regular Feedback—and a Process for Getting It | Harvard Business Review | October 30, 2025 NZAM drops 2050 goals for signatories, aims to relaunch in January 2026 after pause | ESG Dive | October 30, 2025 ISSB Says ‘Passporting’ Provisions Needed for Global Acceptance of Sustainability Reporting Across Jurisdictions ...

ISS Hosts Brief Policy Benchmark Comment Period

By Randi Morrison posted 21 days ago

Today ISS launched a brief comment period (through November 11) on proposed changes to its benchmark policy for the 2026 proxy season. The proposed substantive changes impacting the US encompass the following: United States · Capital structures – unequal voting rights — Capital structures with unequal voting rights to be considered problematic regardless ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 22 days ago

Corporate Governance: In the News - Articles of Interest Ransomware Attacks Jumped 28% in September | CFO Dive | October 29, 2025 Designing Business Disputes: How Shall We Fight? | New York Law Journal | October 28, 2025 Activist Investor HoldCo Targets America’s Underperforming Banks | CNBC | October 28, 2025 What Boards Need to Know About Agentic AI | Corporate Compliance ...

ISS Releases Governance QualityScore Updates

By Randi Morrison posted 22 days ago

ISS announced today updates to its Governance QualityScore inclusive of: · Board oversight in the implementation and use of AI within companies · Auditor rotation, gender diversity in the European Union, and vesting periods for variable pay plans · Expansion of certain governance and compensation factors to Australasia and the Nordic ...

2025 Proxy Season Review

By Randi Morrison posted 23 days ago

Georgeson’s recap of the 2025 proxy season includes a plethora of informative and instructive data on Russell 3000 shareholder proposals for annual meetings held July 1, 2024 - June 30, 2025, with comparisons to the prior two proxy seasons. Among the key takeaways: Of the 840 identified shareholder proposals submitted, 42% were governance-related, 27% were social-related, 16% were environmental-related, ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 23 days ago

Corporate Governance: In the News - Articles of Interest Bill Gates Calls Out ‘Doomsday’ View of Climate Change in Memo | Bloomberg | October 28, 2025 Deluge of New Data Sources Ratcheting Up Risks for Legal Departments | Law.com/Corporate Counsel | October 28, 2025 Assessing the Impact of the DOJ’s Monitorship Policy Six Months In | Compliance Week | October 28, 2025 ...

Form 8-K Director Resignation Triggers

By Randi Morrison posted 24 days ago

In this instructive post: “ SEC Staff Comments on Director Resignation Form 8-K Timeliness in Connection With Registration Statement Review ,” Barnes & Thornburg leverages a recent SEC comment letter exchange regarding the timeliness of an Item 5.02(b) Form 8-K in conjunction with Form S-3 registration statement eligibility to remind issuers of the Form 8-K timing obligations associated with director ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 24 days ago

Corporate Governance: In the News - Articles of Interest Exxon Sues California to Stop New Climate Reporting Laws | ESG Today | October 27, 2025 Exxon Mobil Sues California Over Looming Climate-Disclosure Rules | Wall Street Journal | October 27, 2025 Exxon Sues California Over Climate Disclosure Laws | Responsible Investor | October 27, 2025 UnitedHealth Investors ...

Shareholder Activism: What to Expect in 2026

By Randi Morrison posted 25 days ago

Wachtell Lipton’s “ Shareholder Activism: Ten Trends for 2026 ” addresses how recent developments and trends such as the SEC’s recent 13G guidance, ExxonMobil’s retail proxy voting program, the rise in prevalence of “withhold” campaigns, the push to eliminate quarterly reporting, and the mainstream use of AI, are likely to impact shareholder activism, and suggests ways in which companies can proactively ...

Sustainability Report Benchmarking

By Randi Morrison posted 25 days ago

Teneo’s review of 250 of the S&P 500 sustainability reports published January 1 through July 30, 2025, revealed noteworthy insights, statistics, and trends, including: Communications-related Average page count has fallen to 2021 levels at 70 pages from 83 pages in 2024; 82 in 2023; and 77 in 2022. Use of press releases to announce report publication has declined to 36% of companies ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 25 days ago

Corporate Governance: In the News - Articles of Interest The Narrowing Channels of Shareholder Communication | Directors & Boards | October 24, 2025 The week in GRC: Elon Musk calls ISS and Glass Lewis ‘corporate terrorists’ over $1trn pay package | Governance Intelligence | October 24, 2025 Sustainability across supply chains a priority for companies: MIT | ESG Dive | ...

PwC's Annual Survey: Directors Speak!

By Randi Morrison posted 28 days ago

PwC's " 2025 Annual Corporate Directors Survey " (PwC’s key takeaways online here ) of more than 600 public company directors across industries reveals how board practices are evolving in response to changes in the macro environment and societal pressures in the context of efforts to remain focused on core oversight responsibilities. Noteworthy findings include: Peer perceptions —Over half (55%) ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 28 days ago

Corporate Governance: In the News - Articles of Interest Judges Called Out for Nonfactual Rulings Admit to Use of AI | Bloomberg Law | October 23, 2025 Citigroup CEO Jane Fraser Named Chair, Gets $25 Million Stock Award | Wall Street Journal | October 23, 2025 FASB Reckons With Higher Expected Lease Accounting Costs | CFO Dive | October 22, 2025 Annual Training Often ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 29 days ago

Corporate Governance: In the News - Articles of Interest Sanctions compliance: What every board and senior executive needs to know | Financier Worldwide | October 22, 2025 SEC Chief Fast-Tracks Agenda, Averting Slog Through Rule Changes | Bloomberg Law | October 22, 2025 Lawmakers vote to delay final negotiations on sustainability omnibus | Responsible Investor | October 22, ...

Shareholder Proposal No-Action Requests: 2025 Proxy Season

By Randi Morrison posted 30 days ago

Morrison & Foerster’s “ A Season of Change: Shareholder Proposals During the 2025 Proxy Season ” dissects Rule 14a-8 no-action letter dispositions in the 2025 proxy season within and outside of the context of SLB 14M; identifies apparent policy shifts based on multi-year trends; and notes areas of ongoing confusion and inconsistency in staff no-action determinations. The piece, which finds that ...

Scope 3 GHG Emissions Disclosure Practices

By Randi Morrison posted 30 days ago

ISS reported on Scope 3 GHG emissions disclosure trends as of August 13, 2025. Overall prevalence —29% of the 8,231 publicly traded companies in ISS’s global coverage and 48% of such companies with market caps ≥$10 billion (“large-caps”) report Scope 3 emissions. Overall prevalence by sector —Similar to the overall prevalence trends, the prevalence of Scope 3 disclosure by sector varies ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 30 days ago

Corporate Governance: In the News - Articles of Interest Glass Lewis to End Uniform Proxy Voting Recommendations as ESG Preferences Diverge in EU and U.S. | ESG Today | October 21, 2025 Fortune 100 firms expand disclosures on AI and cybersecurity risk | CFO Dive | October 21, 2025 Companies Prepare for California Climate Reporting, but Final Rules Are Yet to Come | Wall Street ...

Director Renomination Disclosures

By Randi Morrison posted 10-20-2025

In this post: “ How Re-Nomination Process Disclosures Have Changed Over the Years ,” Transparent Disclosure notes how companies have responded to public perceptions that directorships are automatic or effectively lifetime appointments with more robust proxy disclosure about renomination considerations and the renomination process. The post includes instructive examples ( JP Morgan Chase (p20); Goldman ...

FTC Remains Focused on Interlocking Directorates

By Randi Morrison posted 10-20-2025

In this memo: “ U.S. Antitrust Agencies Continue to Focus on Interlocking Directorates ,” Paul Weiss summarizes the FTC’s recent resolution of an enforcement action relating to Section 8 of the Clayton Act that serves as a good reminder to companies to regularly review their directors’ other directorships for potential competitive overlap. See “ FTC Carries On Biden Administration Crackdown ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 10-20-2025

Corporate Governance: In the News - Articles of Interest Federal banking regulators withdraw guidance on climate risk management | ESG Dive | October 20, 2025 Activist Jana Takes Stake in Cooper, a Maker of Medical Devices | Wall Street Journal | October 20, 2025 A new era of sustainability reporting: Global shifts, practical lessons and strategic opportunities | Governance ...

Key Takeaways: Shareholder Engagement: State of Play

By Randi Morrison posted 10-19-2025

The Society and Kirkland & Ellis are pleased to share the Key Takeaways from our recent, well-attended hybrid panel discussion: Shareholder Engagement: State of Play . On the heels of game-changing SEC staff guidance issued in February, this program, which was informed by fresh member benchmarking data , shared information and insights from the issuer, institutional investor, and shareholder ...

Board & Committee Leadership Attributes & Action Items

By Randi Morrison posted 10-19-2025

Based on their collective experience, “ Effective board leadership ” from PwC and Stanford identifies eight attributes associated with outstanding board leadership and provides examples of how each of these attributes manifest (or don’t manifest) in practice. The report includes data that leverages, among other resources, PwC’s Annual Corporate Directors Survey and a recent Society survey on board ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 10-19-2025

Corporate Governance: In the News - Articles of Interest Proxy Adviser ISS Urges Tesla Holders to Reject Musk $1 Trillion Pay Package | Wall Street Journal | October 17, 2025 Invite to an Anti-DEI Activist Prompts HR Pros to Pull Out of Industry Event | Wall Street Journal | October 17, 2025 5 ESG Trends That Will Shape Business in 2026 | Forbes | October 17, 2025 Nasdaq: ...

Greenhouse Gas Protocol: Scope 2 Consultation

By Randi Morrison posted 10-16-2025

The Greenhouse Gas Protocol released the first in a series of planned communications regarding the substance of its forthcoming public consultation on revisions to the Scope 2 guidance . For contextual purposes, note that California’s SB 253 (as well as other voluntary and mandatory climate disclosure standards/frameworks and presumably other state laws in the future) requires emissions reporting ...

S&P 500 Board Practices Benchmarking

By Randi Morrison posted 10-16-2025

Among the many share-worthy takeaways from Spencer Stuart’s iconic, newly released annual S&P 500 Board Index are these: Board refreshment practices Mandatory retirement —66% of boards (down from 73% in 2015) have a mandatory retirement age policy, most commonly age 75. Term —Just 10% of boards (47 companies) have term limits. When they exist, term limits are most commonly ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 10-16-2025

Corporate Governance: In the News - Articles of Interest · PCAOB Proposes 20% Cut to Board Pay Amid SEC Scrutiny | Wall Street Journal | October 16, 2025 · SEC’s updated shareholder proposal rules could exclude E+S submissions: Atkins | ESG Dive | October 16, 2025 · Major EU sustainable investors lobby to repeal CSDDD | Responsible Investor ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 10-15-2025

Corporate Governance: In the News - Articles of Interest · EU makes more cuts to ESG compliance rules | CFO Brew | October 15, 2025 · California delays rulemaking timeline for climate regulations to 2026 | ESG Dive | October 15, 2025 · Are Your Hotline Metrics Telling the Board a Compelling Story? | Corporate Compliance Insights | October ...

Glass Lewis Elaborates on Policy Shift

By Randi Morrison posted 10-15-2025

Further to yesterday's post: Glass Lewis Plans to Eliminate Benchmark Policy in Favor of Varying Focused Perspectives , Glass Lewis elaborated on the changes it plans to make in its voting policies and associated voting recommendations: Over the next two years, Glass Lewis plans to make two significant changes to the way it applies proxy voting policies and delivers its highly-regarded ...

CARB Announces Intent to Extend Rulemaking Timeline

By Randi Morrison posted 10-14-2025

CARB posted a notice on its website today indicating as follows: “Given the large volume of public comments staff have received, and given ongoing input related to identifying the range of covered entities, CARB is proposing an updated timeline for bringing the initial rulemaking (including the fee-related provisions) to the board in Q1 2026 [emphasis added].” It is unclear from the notice ...

Glass Lewis Plans to Eliminate Benchmark Policy in Favor of Varying Focused Perspectives

By Randi Morrison posted 10-14-2025

Supported by a communication to clients today, Responsible Investor reported that Glass Lewis will be eliminating its benchmark policy offering beginning in 2027 and will instead accompany its proxy research reports with four different policy perspectives, currently dubbed “management aligned,” “governance fundamentals,” “active owner,” and “sustainability,” which its clients can use to develop ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 10-14-2025

Corporate Governance: In the News - Articles of Interest · Glass Lewis to ditch house policy from 2027 amid diverging investor preferences | Responsible Investor | October 14, 2025 · What the SEC’s Shutdown Means for You | Governance Beat | (undated – “Last week”) · EU policy makers back down on transition plans amid US pressure | Net Zero ...

Director Time Commitment Disclosure

By Randi Morrison posted 10-13-2025

In this post: “ How Director Time Commitment Disclosures Have Changed Over the Years ,” Transparent Disclosure notes the evolution of proxy disclosures regarding director commitments, which have expanded well beyond the historical focus on overboarding policies to encompass numerous other considerations, with reference to Bank of America’s 2025 (p7) and Cardinal Health’s 2024 (p29) proxy statements. ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 10-13-2025

Corporate Governance: In the News - Articles of Interest · SEC Chief Asks Commission to Reconsider Rules Allowing Shareholder ESG Proposals | ESG Today | October 13, 2025 · AI Is Causing Tensions at Work. Here’s What to Do About It. | Wall Street Journal | October 11, 2025 · Board Minutes Are Not a Job for AI | Directors & Boards | October ...

CARB Posts Draft GHG Emissions Reporting Template & Topics for Feedback

By Randi Morrison posted 10-13-2025

On Friday, in advance of, and untethered from, the anticipated near-term release of a Notice of Proposed Rulemaking (NPR) that will ultimately (upon adoption) determine which companies and other entities are subject to the SB 253 (and SB 261) reporting requirements, CARB posted a draft reporting template for Scopes 1 and 2 GHG emissions that seeks an abundance of information from reporting entities, ...

CSRD | ISSB Reporting Practices

By Randi Morrison posted 10-12-2025

PwC’s report on its inaugural Global Sustainability Reporting Survey provides insights into how nearly 500 companies reporting or planning to report under the CSRD or ISSB standards are responding to the shifting sustainability reporting landscape characterized in part by the EU’s simplification efforts, the ISSB’s advance in many jurisdictions in what is, in many cases, evolving standard-setting ...

Shareholder Activism: Directors Speak!

By Randi Morrison posted 10-12-2025

Spencer Stuart’s recent director pulse survey on shareholder activism revealed a high degree of awareness and experience with activist investors and activism generally among public and private company directors. Among the key takeaways: Engagement —Of the 65% of public company directors surveyed whose boards have been approached by an activist investor, 91% engaged with the investor; 44% added ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 10-12-2025

Corporate Governance: In the News - Articles of Interest · Deloitte Chair Lara Abrash on burnout, boardroom resilience, and leadership in uncertain times | Fortune | October 11, 2025 · SEC Chairman Suggests Path to Eliminating Most Shareholder Proposals | Cooley | October 10, 2025 · SEC to Discourage ESG Shareholder Proposals | National Law ...

Q3 2025 Society Alert - Directors' Cut

By Randi Morrison posted 10-10-2025

We are pleased to present our Q3 2025 Society Alert - Directors' Cut for purposes of sharing with your board members and C-suite executives who regularly engage with the board. As a reminder, or for those who are new to the Society, the quarterly Directors' Cut reflects a select compilation of content from the preceding quarter's weekly Society Alerts and blogs - geared and edited with ...

Updated Shutdown FAQs re IPOs from SEC Division of Corporation Finance

By Emerald Greywoode posted 10-10-2025

On October 9, the SEC’s Division of Corporation Finance updated its guidance to provide regulatory relief to IPO companies and other companies seeking to proceed with public offerings during the shutdown. In the marked version that the Division posted, staff explained that because they are not available to review or accelerate the effectiveness of registration statements during the shutdown, they ...

Board AI Oversight Framework

By Randi Morrison posted 10-09-2025

The NACD’s 4-Pillar Framework for board AI oversight is instructive for companies of all types and sizes regardless of their current level of maturity in the use or board oversight of AI. Strategic oversight Develop shared understanding among the full board of AI’s strategic relevance and importance. Establish a cadence for AI discussions and updates. Incorporate AI as a topic ...

AI in the Boardroom

By Randi Morrison posted 10-09-2025

“ A Pulse Check On AI In The Boardroom ” reveals key takeaways from a recent Diligent Institute / Corporate Board Member poll of US public company directors about their use of AI. Strategic opportunity —AI adoption / advancement was identified as the #1 strategic opportunity in the current business environment by 64% of directors, followed by M&A and strategic partnerships at 58%, with other ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 10-09-2025

Corporate Governance: In the News - Articles of Interest · Progress on gender diversity in boardrooms stalls out in 2025 | CFO.com | October 9, 2025 · EU Parliament lawmakers reach deal on bigger cuts to sustainability reporting and due diligence laws | ESG Today | October 2025 · Sustainability omnibus: EU lawmakers secure centrist majority ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 10-08-2025

Corporate Governance: In the News - Articles of Interest · EU to Delay Sustainability Reporting Standards for Non-EU Companies | ESG Today | October 8, 2025 · Why Are Your Policies Yelling at Me? | Corporate Compliance Insights | October 8, 2025 · California Climate Disclosure Laws Tracker: SB 253, SB 261 Reporting Deadlines & Entity List ...

Director Compensation Stats & Trends

By Randi Morrison posted 10-07-2025

Compensation Advisory Partners reported that just five of the largest 100 US public companies still provide board meeting fees (the majority of which are subject to stated meeting thresholds), reflecting an ongoing steady decline of a historically common practice. Also noteworthy for this company group: At $335K, median director pay increased 3% year over year. The average pay mix was generally ...

Shareholder Proposal Disclosure: Here’s How!

By Randi Morrison posted 10-07-2025

This instructive post: “ Four Ways to Improve Your Disclosure About Shareholder Proposals ,“ (RealTransparentDisclosure) recounts ways in which companies can enhance their shareholder proposal disclosures based on an interview with T. Rowe Price Global Head of Corporate Governance Donna Anderson. Four sound suggestions are accompanied by relevant excerpts from recently filed proxy statements with links ...

BlackRock Releases Annual Voting Report

By Randi Morrison posted 10-07-2025

BlackRock's 2025 global voting spotlight , which captures its proxy voting-focused stewardship activities for the 12 months ended June 30, reveals a plethora of noteworthy statistics, case studies, and instructive commentary that should help inform companies' engagement and disclosure going forward. Key takeaways include: Of 764 total shareholder proposals voted, 67% (513 proposals) were at US companies. ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 10-07-2025

Corporate Governance: In the News - Articles of Interest · How companies are steering IPO plans amid US government shutdown | Reuters | October 7, 2025 · The potential impact of mandatory arbitration provisions on securities claims | Reuters | October 6, 2025 · When shareholder engagement hurts more than it helps | Harvard Business Review ...

Board Materials & Presentation Tips

By Randi Morrison posted 10-06-2025

PwC’s “ Mastering boardroom communication: five essentials for executives ” offers high-level, principles-based guidance to executives supporting and interfacing with the board specifically as relates to the preparation, content, structure, and format of board/committee meeting pre-read materials and other communications; board/committee meeting “live” presentation focus, structure, and discipline; ...

Tariff-Related Securities Litigation: Risk Mitigation

By Randi Morrison posted 10-06-2025

In this client alert: “ Lawsuit Highlights How Tariff-Related Risk Disclosures Are Under Shareholder Scrutiny ,” Parker Poe summarizes recently filed securities class action litigation alleging a company’s failure to adequately disclose risks of tariff-related uncertainties in violation of Section 10(b) and Rule 10b-5 of the Exchange Act of 1934. The case and memo are instructive and forewarn of potential ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 10-06-2025

Corporate Governance: In the News - Articles of Interest · Investors split over anticipated financial effects disclosures under ESRS | Responsible Investor | October 6, 2025 · Trump SEC proposal to end quarterly earnings reports raises accounting firms’ concerns | CNBC | October 5, 2025 · Legal AI Revolution Moves Ahead at Measured Pace, Survey ...

AI (and Other) Disclosure Trends

By Randi Morrison posted 10-05-2025

In addition to providing a high-level overview of insider trading policy and equity timing disclosure trends from the most recent annual reporting (Form 10-K and proxy) season based on filings through August 18, 2025, and associated practice tips, O’Melveny’s “ Public Company Advisory Group – Summer 2025 Quarterly Newsletter ” includes an analysis of coveted AI disclosure data among 335 large-cap (>$25 ...

Activism Preparedness: Here's How

By Randi Morrison posted 10-05-2025

Wachtell Lipton's annual memo: " Dealing with Activist Hedge Funds and Other Activist Investors " offers a sobering, but realistic, checklist of action items and processes companies should consider to mitigate the potential for— or respond to—a hedge fund or other activist attack. Suggested advance preparation tactics include creating a standing internal shareholder activism management team, monitoring ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 10-05-2025

Corporate Governance: In the News - Articles of Interest · Capital Markets Attorneys Brace For Government Shutdown Impact | National Law Journal | October 3, 2025 · NZBA votes to cease all operations, abandon membership model | ESG Dive | October 3, 2025 · Trump allies push to shut down independent agencies during government shutdown | Politico ...

Codes of Conduct: Insights from Employees & Best Practices

By Randi Morrison posted 10-02-2025

LRN shared best practices in code of conduct design and implementation and employee feedback on the use and preferred engagement with their company code of conduct based on a worldwide survey. Survey results are reported by region with the US representing 20% of more than 2,000 survey participants across diverse industries, position levels, generations, genders, and work arrangements (in-office, ...

Shareholder Meeting Quorum & Voting Standards

By Randi Morrison posted 10-02-2025

Jones Walker’s “ Know Your Standards: The Importance of Accurate Proxy Disclosure and Application of Quorum and Voting Standards ” provides an excellent overview and tutorial on the scarcely resourced but very important topics of shareholder meeting quorum and voting standards and associated disclosure. In addition to explaining the governing criteria, standards, and terminology for director elections ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 10-02-2025

Corporate Governance: In the News - Articles of Interest · Boards lack AI savvy as adoption advances: PwC | CIO Dive | October 1, 2025 · Accountability Board wants Brian Cornell out as Target chair | Star Tribune | October 1, 2025 · AI Won’t Replace Paralegals, but Experts Say It’s Likely to Redefine the Role | Law.com | October 1, 2025 ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 10-01-2025

Corporate Governance: In the News - Articles of Interest · Lawmakers fail to reach agreement on sustainability Omnibus as key vote looms | Responsible Investor | October 1, 2025 · Boardroom Diversity Commitments Fade Amid Broad DEI Retreat | Bloomberg Law | October 1, 2025 · Activist investors had busiest quarter ever, launching 61 campaigns ...

SEC Operational Status

By Emerald Greywoode posted 09-30-2025

As stated on the Securities and Exchange Commission’s website , the SEC is currently preparing for a potential shutdown due to a lapse in appropriations. In the event of a shutdown, which would be in effect starting October 1, 2025, the SEC’s agency plans indicates that “the Commission will have only an extremely limited number of staff members available to respond to emergency situations.” The ...

Audit Committee Benchmarking

By Randi Morrison posted 09-30-2025

KMPG's " 2025 Audit Committee Survey Insights " reveals the results of a global survey of more than 600 audit committee members and chairs, in addition to US-specific findings based on a survey of 85 US audit committee members and chairs of predominantly (85%) publicly traded companies across industries conducted from February to May 2025. Among the key takeaways for US companies relate to the ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 09-30-2025

Corporate Governance: In the News - Articles of Interest · SEC Receives Petition to Scrap Quarterly Financial Reporting | Bloomberg Law | September 30, 2025 · Where were the directors? Why investors want to know how boards act in a corporate scandal | Governance Intelligence | September 30, 2025 · Lisa Monaco’s Microsoft Career, Trump Investigations, ...

Shareholder Activist Campaigns Against Directors Rise in 2025

By Randi Morrison posted 09-29-2025

A quick and informative read, “ Activists Say ‘Yes’ to ‘Vote No’ Campaigns in 2025 ” from Skadden Arps recounts the uptick in “vote no” or withhold campaigns against directors during the 2025 proxy season, explains the various approaches available to and tactics used by activists to launch “vote no” campaigns, and provides guidance to companies on how to reduce the likelihood of being targeted by — ...

SEC Likely to Propose Rulemaking on Semiannual Financial Reporting

By Randi Morrison posted 09-29-2025

Numerous sources reported on SEC Chair Atkins’ support of the SEC revisiting its rules regarding quarterly reporting in response to President Trump’s recent social media post . The Society (and numerous others ) submitted a comment letter on this topic in April 2019 in response to the SEC’s December 2018 Request for Comment on Earnings Releases and Quarterly Reports (we reported on here ) ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 09-29-2025

Corporate Governance: In the News - Articles of Interest Most Companies Say Pressure for Sustainability Reporting Increasing Despite Regulatory Pullback: PwC Survey | ESG Today | September 29, 2025 Top Wall St regulator says he will review White House call for layoff plans | Reuters | September 26, 2025 U.S. SEC staff should not worry about shutdown layoffs, union says ...

Beware: AI in the Boardroom

By Randi Morrison posted 09-28-2025

“ Do’s and Don’ts of Using AI: A Director’s Guide ” from Skadden Arps advises directors not to use AI in a manner that may result in the inadvertent disclosure of the company’s confidential information; violation of the company’s contractual obligations, internal policies, or privacy laws; loss of attorney-client privilege; or discoverability of information in litigation or a regulatory enforcement ...

Guide to Effective Proxies: Samples Galore!

By Randi Morrison posted 09-28-2025

DFIN’s annual searchable, interactive " Guide to Effective Proxies " contains numerous sample disclosures on the most commonly addressed and trending topics, including board and workforce diversity; board skills matrices; board and director evaluations; director recruitment and succession; risk, cyber, AI, and sustainability oversight; human capital management; the CD&A; proxy design tips; and ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 09-28-2025

Corporate Governance: In the News - Articles of Interest I'm the former CEO of a $12 billion health care company and I serve on many boards. AI deserves a seat at the table | Fortune, September 27, 2025 White Men Are Making a Comeback in American Corporate Boardrooms – Bloomberg Law, September 26, 2025 SASB tweak in proposed UK sustainability standards criticised by investors - RI, ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 09-24-2025

Corporate Governance: In the News - Articles of Interest 3 charts that show what has happened to DEI roles — and DEI pros | ESG Dive, September 24, 2025 Simplified Reporting Moves Up Agenda - Markets Media, September 23, 2025 AI Literacy Is the Next Big Compliance Challenge for Business | Corporate Compliance Insights, September 23, 2025 Supreme Court 2025 term will offer practical ...

CARB Posts Preliminary List of In-Scope Companies

By Randi Morrison posted 09-24-2025

Notwithstanding the Society’s and at least one other organization’s requests for reconsideration due to the current state of and implications on the rulemaking process, further to statements made at its August 21 virtual public workshop , CARB posted on its website today a preliminary list of companies that may be subject to SB 253 or SB 261, as amended by SB 219. Listed companies ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 09-23-2025

Corporate Governance: In the News - Articles of Interest EU Omnibus: Crunch time amid tense negotiations and US pressure – Responsible Investor, September 23, 2025 US businesses increase climate ambitions, even as federal government retreats - edie, September 23, 2025 How Boards Are Rewiring for Geopolitical Risk | Corporate Compliance Insights, September 22, 2025 How ...

Drilling Down on Strategic Board Refreshment

By Randi Morrison posted 09-22-2025

Premised on the notion that effective board refreshment is positively correlated with corporate resilience and performance, “ Board Monitor 2025: The quiet power of continuous board refreshment ” from Heidrick & Struggles reports on the results of a recent global survey of CEOs and board members across company types regarding their companies’ approach to board refreshment. For purposes of analyzing ...

No-Actions: State of Play

By Randi Morrison posted 09-22-2025

Cooley’s “ Proxy Season Highlights, Part Two: What the 2025 No-Action Letter Landscape Tells Us About Preparing for 2026 ” recaps no-action statistics and trends based on requests submitted from December 1, 2024 – June 30, 2025. Of 371 total requests (compared to 274 in 2024 and 203 in 2023), 56% of 355 staff determinations granted relief, with further detail shown here: The most successful bases ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 09-22-2025

Corporate Governance: In the News - Articles of Interest ISSB to discuss next steps for nature, TNFD use in October - RI, September 22, 2025 The Return to Office Rush Is Stalling - WSJ, September 21, 2025 ‘A race to the bottom’: SEC’s planned pullback on decades-old rules draws backlash - POLITICO, September 20, 2025 AI Risk Management Consumes 37% More Time As Governance Gaps Emerge ...

Managing Conflicting DEI Requirements & Prohibitions Globally

By Randi Morrison posted 09-21-2025

Littler’s “ A DEI Conundrum: We Employ U.S and Non-U.S. Workers. How Can We Straddle Diverging DEI Requirements? ” recaps and contrasts the US’s anti-DEI stance with the stance taken by other jurisdictions, including the EU, UK, Japan, Australia, and areas of Canada, that in many cases obligate employers to undertake DEI-related activities that may be deemed unlawful in the US or vis-à-vis US citizens ...

Board Oversight: Corporate Resilience

By Randi Morrison posted 09-21-2025

“ What drives board effectiveness amid uncertainty ” from Corporate Board Member and EY explores how directors are viewing and effecting their strategy oversight responsibilities in the context of the challenging and unstable macro environment based on a Q1 2025 survey of nearly 200 public company directors. Notably: Nearly three-quarters (73%) of directors report that because of the constant ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 09-21-2025

Corporate Governance: In the News - Articles of Interest SEC to propose rule change on Trump's call to end quarterly earnings reporting, says Chair Atkins - CNBC, September 19, 2025 SEC Will Move to Overhaul Investor Disclosures, Atkins Says – Bloomberg Tax, September 19, 2025 BlackRock, Vanguard scale back company talks as new guidance bites | Reuters, September 19, 2025 ESG round-up: ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 09-18-2025

Corporate Governance: In the News - Articles of Interest Security Execs Say Internal Mayhem Makes Cyber Attacks Worse – Bloomberg Law, September 18, 2025 Big asset managers stress fiduciary first approach in responses to US state treasurers - RI, September 18, 2025 An Evangelical’s Story Fueled Trump’s Fight Against Banks - WSJ, September 17, 2025 Inside the Room Where CEOs Say What ...

Society Files Amicus Brief in Delaware SB 21 Litigation

By Randi Morrison posted 09-18-2025

On September 12, the Society filed this amicus brief in the Rutledge v. Clearway case pending in the Supreme Court of the State of Delaware challenging SB 21, which was adopted in March 2025 in response to companies threatening to exit the state as their place of incorporation due to concerns about judicial overreach and associated uncertainties. The Society’s brief addresses and supports one ...

Use of SASB Standards in IFRS Reporting

By Randi Morrison posted 09-17-2025

The IFRS Foundation released a resource for companies on how to consider, use, and disclose the use of the industry-specific SASB standards in IFRS S1 and IFRS S2 reporting. As previously reported here , the ISSB announced its launch of a 150-day consultation (until November 30, 2025) on two exposure drafts to modify the SASB Standards. In addition to the numerous companies that voluntarily ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 09-17-2025

Corporate Governance: In the News - Articles of Interest Texas Launches Investigation into Glass Lewis, ISS for Supporting ESG, DEI - ESG Today , September 17, 2025 7 pieces of advice for CFOs from former PCAOB Chair Erica Williams | CFO.com , September 17, 2025 Ben & Jerry’s Co-Founder Jerry Greenfield Quits, Says Unilever ‘Silenced’ Company - WSJ , September 17, 2025 ...

Reduced ESG Disclosures Reflect External Operating Environment

By Randi Morrison posted 09-16-2025

Thematically consistent with numerous prior reports, DiversIQ reported on noteworthy sustainability and human capital disclosure practices and trends as of August 21: Sustainability reporting —Further to our recent report , the number of S&P 100 companies that have published sustainability reports this year has declined significantly relative to the past three years – 64 this year vs. at ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 09-16-2025

Corporate Governance: In the News - Articles of Interest The Global Issues Corporate Boards Must Face Right Now | CLS Blue Sky Blog, September 16, 2025 Unpacking a Busy Last Week for US ESG Disclosure and Compliance | Ropes & Gray, September 16, 2025 Nestlé Chairman Paul Bulcke to Step Down Following CEO Laurent Freixe’s Ouster - Bloomberg, September 16, 2025 Exxon to offer auto-voting ...

Society Submits Comments on Glass Lewis Annual Policy Survey

By Randi Morrison posted 09-15-2025

The Society submitted a comment letter today in response to Glass Lewis’s Annual Policy Surveys (we reported on here ) for the 2026 proxy season. The letter addresses potential policy positions on the wide array of governance and E&S topics summarized in that report. Thank you to Society Corporate Practices Committee chair, Tony Richelieu, and the Society members who offered their views ...

Officer Exculpation Proposals: State of Play

By Randi Morrison posted 09-15-2025

In this post: “ Officer Exculpation in 2025: What the Latest Vote Results Tell Us ,” Woodruff Sawyer provides a high-level overview of how officer exculpation proposals fared in the 2025 proxy season – what generally worked and didn’t work, and why. Practical takeaways based on the analysis address, among other things, whether and how to bundle officer exculpation with other provisions, shareholder ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 09-15-2025

Corporate Governance: In the News - Articles of Interest Trump calls to end quarterly earnings reports: Trial Balance | CFO.com, September 15, 2025 Trump calls for earnings reports every 6 months so execs can 'focus on properly running their companies' - Yahoo, September 15, 2025 Trump: Public companies shouldn't report results quarterly - Axios, September 15, 2025 ...

Private Companies: Benchmarking Director Pay & Governance Practices

By Randi Morrison posted 09-14-2025

The “ Private Company Board Compensation and Governance Survey ” (executive summary report) from Compensation Advisory Partners (CAP) and Private Company Director and Family Business magazines reveals otherwise scarce benchmarking data on director pay and select governance practices based on a recent survey of 633 respondents across ownership structures, with 40% associated with family-owned companies. ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 09-14-2025

Corporate Governance: In the News - Articles of Interest Eighth Circuit Tells SEC to Defend Climate Rules or Fix Them – Bloomberg Law, September 12, 2025 Mary Jo White, Corporate Board Member's Greatest Impact Award Winner: ‘Directorship Is Not For The Faint Of Heart’ - Corporate Board Member , September 12, 2025 Trump and His Allies Are Taking On Climate Regulations at Home and ...

Society Submits Comment Letter on California Climate Disclosure Regulations

By Randi Morrison posted 09-11-2025

This afternoon, the Society submitted this member-informed comment letter in response to the California Air Resources Board’s (“CARB”) request for comments on its proposals, as outlined during its August 21, 2025, public workshop (the “August Workshop”), regarding the implementation of California’s climate disclosure legislation, Senate Bill 253 (“SB 253”) and Senate Bill 261 (“SB 261”), ...

Public Company Directors Speak!

By Randi Morrison posted 09-11-2025

The NACD reported highlights from its Spring 2025 annual Public Company Board Practices and Oversight Survey of 201 public company directors associated with public companies across sectors and sizes. Among the key takeaways are the following: Board-CEO relationship (n=167-168)—More than half of respondents reported increased expectations of the CEO over the past three years, with the top four ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 09-11-2025

Corporate Governance: In the News - Articles of Interest SEC Chair Warns IFRS Foundation Over Support for International Sustainability Standards Board - ESG Today , September 11, 2025 Wall Street Regulator Says it Has Concerns Over European ESG Rules – insurance journal , September 11, 2025 SEC Chair Criticises EU ESG Laws; Warns of Investor Costs - edie , September 11, 2025 ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 09-10-2025

Corporate Governance: In the News - Articles of Interest Wall Street regulator says it has concerns over European ESG rules | Reuters , September 10, 2025 EU Omnibus: Unclear whether Parliament will meet October deadline for vote - RI, September 10, 2025 Navigating volatile stock price movements: a playbook for public company executives — Financier Worldwide , September 10, 2025 ...

2025 Proxy Season Takeaways

By Randi Morrison posted 09-09-2025

According to Debevoise & Plimpton’s “ 2025 Proxy Season in Review ,” while concerns that Rule 14a-19’s universal proxy would be a game changer have not manifested, activists attained 112 of 216 (52%) sought-after board seats, primarily (92%) via settlement rather than a proxy vote. The briefing, which includes an overview of shareholder proposal activity, also notes the prominence of “withhold” ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 09-09-2025

Corporate Governance: In the News - Articles of Interest Florida SBA warns of ‘patchwork’ regulation for proxy advisers - RI, September 9, 2025 ISO, GHG Protocol Unify Standards for Measuring and Reporting Emissions - ESG Today, September 9, 2025 How the AI Boom Is Leaving Consultants Behind - WSJ, September 8, 2025 DOL Will Replace Biden-Era Independent Contractor Rule | PLANADVISER, ...

Vanguard Engagements Declined by Nearly Half in Q2

By Randi Morrison posted 09-08-2025

Courtesy of an analysis conducted by Proxy Analytics, Vanguard’s newly released Q2 2025 Quarterly Engagement Report reflects a 44% reduction in the number of engagements overall compared to Q2 2024 , and a 59% reduction of US engagements, reportedly evidencing the chilling effect of SEC staff’s February 2025 Schedule 13G guidance on shareholder engagement, as Proxy Analytics and others predicted. ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 09-08-2025

Corporate Governance: In the News - Articles of Interest Trump administration drops defense of ban on employee 'noncompete' agreements | Reuters, September 8, 2025 The EPA Says Greenhouse Gases Aren’t So Bad. Scores of Companies Have Said Otherwise. - WSJ, September 8, 2025 Companies Kick Off September With Deluge of Bond Sales - WSJ, September 7, 2025 SEC's Uyeda makes case for ...

What's on the Nom/Gov Committee Agenda?

By Randi Morrison posted 09-07-2025

Spencer Stuart's annual survey of Nominating/Governance Committee chairs revealed these noteworthy results based on the input of 78 S&P 500 and MidCap 400 participating committee chairs. Priorities over next three years —On par with last year, taking the top spot again this year by a wide margin is board composition (74%, representing a slight decline from 77% last year), followed by CEO ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 09-07-2025

Corporate Governance: In the News - Articles of Interest SEC, CFTC Start Bid to Align Agencies’ Rules for Wall Street – Bloomberg Law, September 5, 2025 Musk's Tesla pay: Nearly $1 trillion package would boost his vote - CNBC, September 5, 2025 Perk or Necessity? Companies Tell SEC to Rethink Disclosure Rules on Executive Security | Law.com, September 4, 2025 US SEC unveils agenda ...

SEC Posts Updated Rulemaking Agenda

By Emerald Greywoode posted 09-05-2025

The SEC published its Spring 2025 Reg Flex Agenda . The Society is well-positioned to continue to engage with discrete listed rulemaking proposals of particular interest to Society members, including: Enhancement of Emerging Growth Company Accommodations and Simplification of Filer Status for Reporting Companies - See the Society’s June letter & Appendix to Chairman Atkins re: Suggestions ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 09-04-2025

Corporate Governance: In the News - Articles of Interest SEC announces priorities with latest reg flex agenda | White & Case LLP, September 4, 2025 SEC details first regulatory agenda under Trump’s new Chair Atkins - Pensions & Investments, September 4, 2025 Audit committee chairs reckon with expanding purview | CFO.com, September 4, 2025 DOL’s EBSA plans new rules on ESG, ...

DEI-Related Disclosure Practices & Trends

By Randi Morrison posted 09-03-2025

The Conference Board reported the following and other trends in DEI-related disclosure as of July 14: DEI Terminology —Over half of the 81 S&P 100 across industries that filed their Form 10-K in both 2024 and 2025 made material adjustments to DEI-related messaging, structure, or terminology in their 2025 From 10-Ks compared to 2024, as detailed here: Workforce disclosure —The ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 09-03-2025

Corporate Governance: In the News - Articles of Interest Nestle CEO axed after probe into complaints of favouritism, CFO says | Reuters, September 3, 2025 Nestlé CEO Laurent Freixe’s Unraveling Started With a Tip to an Employee Hotline - WSJ, September 3, 2025 More Personal Injury Lawyers Are Chasing Data-Breach Settlements - WSJ, September 3, 2025 Top US business lobby tries a nonpartisan ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 09-02-2025

Corporate Governance: In the News - Articles of Interest Colorado delays AI law implementation amid backlash | CFO Dive, September 2, 2025 Global Companies Commit to Green Reporting Despite EU Pullback – Bloomberg Tax, September 2, 2025 Nestlé Fires CEO Laurent Freixe Following Probe of Romantic Relationship With Subordinate - WSJ, September 1, 2025 Nestle CEO Laurent Freixe Dismissed ...

CARB Posts Draft Guidance on Climate Financial Risk Disclosure Requirements

By Randi Morrison posted 09-02-2025

CARB posted draft guidance today to assist potentially in-scope companies with compliance with SB 261 (codified in Health and Safety Code § 38533 ), which requires climate-related financial risk disclosure beginning January 1, 2026. The “draft checklist” on pages 2 – 6, which largely reiterates the content of the slides prepared for and reviewed at the August 21 public workshop (which we reported ...

Society Submits Comment Letter to SEC on Executive Compensation Disclosure

By Emerald Greywoode posted 09-02-2025

Further to our recent reports, on August 27, the Society submitted this comment letter to the Securities & Exchange Commission in response to a request for public comments in connection with the Commission’s June 26 roundtable on executive compensation disclosure requirements. The Society’s comment letter advocates for modernization of the executive compensation disclosure requirements ...

Society Submits Comments on ISS Annual Policy Survey

By Randi Morrison posted 09-01-2025

The Society submitted a comment letter in response to the ISS Annual Policy Survey (we reported on here ) for the 2026 proxy season. The letter addresses potential policy positions on the wide array of topics including board leadership, written consent, director overboarding, executive compensation, AI governance, and board diversity. Thank you to Society Corporate Practices Committee chair, Tony ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 09-01-2025

Corporate Governance: In the News - Articles of Interest Singapore Pushes Back Climate Reporting for Smaller Companies - ESG News, September 1, 2025 COP30 Chief Urges CEOs to Defy Trump’s Green Backlash - Impakter, September 1, 2025 Judge blocks enforcement of Texas law restricting DEI and ESG advice | Reuters, August 29, 2025 Why Major Banks Are Backing Out of Net Zero Commitments ...

Crisis Management: Board Oversight Guidance

By Randi Morrison posted 08-28-2025

PwC's " Being prepared for the next crisis: The board’s role " identifies the primary building blocks and associated practical "to do's" associated with crisis preparedness that will both fulfill the board's oversight responsibilities and optimally position the company for damage mitigation and recovery. The memo includes a checklist of the key elements of an effective crisis management plan, examples ...

California Climate Disclosure Laws: Next Steps

By Randi Morrison posted 08-28-2025

Further to last week’s report , the Society participated in CARB’s August 21 virtual public workshop on SB 253 and SB 261, as amended by SB 219, specifically requesting that the criteria for “doing business in California” — a foundational definition under SB 253 and SB 261 — include not only registration under Section 191 of the General Corporation Law, but also a California-specific business income ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 08-28-2025

Corporate Governance: In the News - Articles of Interest Nvidia CEO says AI boom far from over after tepid sales forecast | Reuters , August 28, 2025 ESG round-up: Vanguard supported no E&S proposals at US firms in 2025 proxy year - RI , August 28, 2025 Net Zero Banking Alliance Pauses Activities - ESG Today , August 28, 2025 ESG News Recap: Does Trump’s Intel Deal Cross ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 08-27-2025

Corporate Governance: In the News - Articles of Interest Net-Zero Banking Alliance Suspends Activities Amid Wave of Departures - WSJ , August 27, 2025 NZBA will vote to abandon membership model after industry exodus | ESG Dive , August 27, 2025 EU to ‘exchange views’ with US on due diligence, deforestation rules - RI , August 27, 2025 Investor-led human rights data initiative ...

IAASB & IESBA Release FAQs on ESG Assurance Standards

By Randi Morrison posted 08-26-2025

Further to our recent report: “ Standards Boards Launch Integrated Sustainability Assurance Resources ,” the International Auditing and Assurance Standards Board (IAASB) and the International Ethics Standards Board for Accountants (IESBA) jointly released frequently asked questions to support the implementation of their new sustainability assurance standards. The IESBA also released Staff Questions ...

ISSB Standards: Consideration & Use of Industry-Based Guidance

By Randi Morrison posted 08-26-2025

The IFRS Foundation released “ Using ISSB Industry-based Guidance when applying ISSB Standards ” to assist organizations applying or preparing to apply the ISSB Standards in understanding how the standards contemplate preparers’ consideration and use of sources of industry-based guidance overseen by the ISSB. See the release and additional resources on our Sustainability and Climate Risk ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 08-26-2025

Corporate Governance: In the News - Articles of Interest EU promises to ‘reduce administrative burden’ of sustainability laws on US companies | ESG Dive , August 26, 2025 Singapore delays ISSB reporting by up to five years – RI, August 26, 2025 How New CEOs Can Build a Strong Alliance with Their Board Chair - hbr.org, August 25, 2025 US appeals court orders SEC to review short-selling ...

Public Company Climate Disclosure Practices

By Randi Morrison posted 08-25-2025

Mayer Brown’s “ Market Trends 2024/25: Disclosure Related to Climate Change ” provides helpful examples of climate-related disclosures included in the Risk Factors, Business, and MD&A sections of recent SEC filings, as well as recommendations on disclosure preparation and enhancement. Risk factor examples encompass industry, business, and operational risk; regulatory risk; and litigation risk. ...

XBRL Errors – SEC Reminder

By Randi Morrison posted 08-25-2025

Leveraging a recent announcement from the SEC regarding DERA (Division of Economic and Risk Analysis) staff’s observations of ongoing XBRL scaling errors in issuers’ Form 10-K public float data, Cooley’s Broc Romanek conveniently summarized the 10 most common Form 10-K tagging errors based on observations from the SEC staff, SEC staff comment letters, and other commentary. Access additional ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 08-25-2025

Corporate Governance: In the News - Articles of Interest CalSTRS voted against over 700 shareholder proposals during 2025 proxy season - Pensions & Investments , August 25, 2025 CARB to propose California’s long-awaited climate-risk disclosure regulations this fall | ESG Dive , August 25, 2025 AI’s Big Leaps Are Slowing. That Could Be a Good Thing. - WSJ , August 24, 2025 ...

Benchmarking: Bank Corporate Governance Practices

By Randi Morrison posted 08-24-2025

Bank Director’s “ 2025 Governance Best Practices Survey " includes a plethora of benchmarking data on core governance practices among banks under $100 billion in assets based on an May/June 2025 survey of 195 independent directors, board chairs, and CEOs. Coverage includes board and committee meetings and materials; board evaluations; strategic planning; board leadership; board composition, diversity, ...

Board Composition & Refreshment Considerations

By Randi Morrison posted 08-24-2025

According to Spencer Stuart’s new report: “ Is Your Board Ready for the Challenges That Are Coming? ”, both CEOs and directors identified digital / technology / AI expertise as a skill boards need to add or increase in the next three years – topping cybersecurity experience, regulatory / government experience, global perspective, and an investor background: The report cautions against overreliance ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 08-24-2025

Corporate Governance: In the News - Articles of Interest Corporate America’s Newest Activist Investor: Donald Trump - The New York Times , August 23, 2025 What is the state of ESG in Q2 2025 - Investing.com , August 23, 2025 The Hollow Rebrand: Why Superficial ESG and DEI Efforts Fail to Deliver Long-Term Value - AInvest , August 23, 2025 Tariff Payment Paper Trail Is Critical ...

Director Overboarding Policies: Practices & Trends

By Randi Morrison posted 08-21-2025

The Conference Board, in collaboration with KPMG, Russell Reynolds, and the Weinberg Center for Corporate Governance, reported on the uptick in director overboarding policies and how the policies have evolved substantively over the past five years as of June 15, 2025, based on data from ESGAUGE. Among the key takeaways: Prevalence — Overboarding policies have increased in prevalence from ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 08-21-2025

Corporate Governance: In the News - Articles of Interest EU pledges CSRD, CSDDD will not impose 'undue restrictions' on US trade – Responsible Investor , August 21, 2025 Fund managers’ use of ESG ratings could open them up to lawsuits: Fraser Institute study | Investment Executive , August 21, 2025 Companies with climate targets have more than tripled since 2023: SBTi | ESG Dive ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 08-20-2025

Corporate Governance: In the News - Articles of Interest Most Crypto Tokens Should Not Be Treated as Securities, SEC Chair Says | Law.com , August 19, 2025 Exclusive | Activist Ancora Pressures Railroad Operator CSX to Explore Deal - WSJ , August 19, 2025 Executive Actions on ESG, DEI, and Environmental Policy – National Law Review, August 19, 2025 Execs use responsible AI to ...

Sustainability Standards & Framework Developments

By Randi Morrison posted 08-19-2025

The GRI launched new Climate Change and Energy Standards and granted equivalency to the IFRS S2 Climate-related Disclosures for Scope 1, 2, and 3 to meet the corresponding GRI 102 requirements. See these releases from GRI and the IFRS Foundation . GRI, in collaboration with the TNFD, published seven company case studies that highlight how companies are assessing and disclosing nature-related ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 08-19-2025

Corporate Governance: In the News - Articles of Interest Amid New Curbs on ESG Shareholder Resolutions, Companies May Lose Useful Signals from Investors | Morningstar , August 19, 2025 Medtronic to Add Directors After Elliott Becomes Big Shareholder - WSJ , August 19, 2025 GCs Continue Weighing Options for Outside Counsel in Politically Charged Climate | Law.com , August 18, 2025 ...

Tax Transparency Practices & Trends

By Randi Morrison posted 08-18-2025

In the context of FASB’s adoption in December 2023 of enhanced tax disclosure requirements (Accounting Standards Update (ASU) 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures), Intelligize reported on income tax-related Form 10-K risk factor and other disclosure trends and shareholders’ push (via shareholder proposals and otherwise) for tax transparency. Intelligize notes ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 08-18-2025

Corporate Governance: In the News - Articles of Interest Boards Can Continue to Lead the Way on Climate Governance – Harvard Business Review , August 18, 2025 The AI-Savvy Director - Directors & Boards , August 17, 2025 New Texas Laws Open a Wild West for Corporate Governance - The New York Times , August 16, 2025 Leadership Lessons From The Coldplay KissCam – Chief ...

EFRAG Launches Public Consultation on Revised ESRS

By Randi Morrison posted 08-17-2025

Further to our recent report , EFRAG launched a 60-day public consultation (to September 29) on revised and simplified Exposure Drafts of the European Sustainability Reporting Standards (ESRS). According to the release, the Exposure Drafts reflect a 57% reduction in mandatory (i.e., if material) data points; a 68% reduction in total (mandatory + voluntary) disclosures; and a reduction of 55% in ...

Compensation Committee Topics & Insights

By Randi Morrison posted 08-17-2025

“ What You are Likely to Hear in the Boardroom ” from Pay Governance is a suitable and helpful resource for sharing with the board’s compensation committee. Based on the firm’s participation in more than 250 compensation committee meetings year-to-date, the article highlights a dozen recurring topics—including executive security, tariff implications on incentive pay, impacts on executive pay resulting ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 08-17-2025

Corporate Governance: In the News - Articles of Interest New Texas Laws Open a Wild West for Corporate Governance - The New York Times, August 16, 2025 Joint Employers, 401(k)s Eyed in First Trump 2.0 Rule Plan – Bloomberg Law, August 15, 2025 Trump’s Environmental Agencies Detail Deregulation Roadmap – Bloomberg Law, August 15, 2025 Trump administration to review state laws that ...

Reincorporations: State of Play

By Randi Morrison posted 08-14-2025

ISS reported on the status of reincorporations from and to Delaware, Florida, Nevada, and Texas. Of 18 companies that have proposed exiting Delaware this year through June 2025 (as compared to ten moving into Delaware from other states), 12 are reincorporating in Nevada, two in Florida, two in the Cayman Islands, and one each to Texas and Indiana. Furthermore, the number of companies reincorporating ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 08-14-2025

Corporate Governance: In the News - Articles of Interest ROUNDTABLE: Shareholder activism and engagement — Financier Worldwide, September 2025 23 State Coalition Warns SBTi, Financial Firms Over Antitrust Risk from Net Zero Commitments - ESG Today, August 14, 2025 Dismissal of FCPA Charges Against Ex-Cognizant Execs Sends Early Sign That SEC Will Follow DOJ’s Lead | Corporate Compliance ...

Proxy Season Trends & Takeaways: Board Oversight

By Randi Morrison posted 08-14-2025

Among the noteworthy trends from EY’s “ 2025 proxy season review: four key takeaways ” are those captured by board oversight-related proxy disclosures, as follows: AI oversight —The number of S&P 500 companies disclosing a designated board committee with AI oversight responsibilities more than tripled season over season, with such responsibilities most commonly assigned to the audit committee. ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 08-14-2025

Corporate Governance: In the News - Articles of Interest The 'AI Action Plan' Creates New Challenges for Corporate Governance | Law.com, August 13, 2025 Countdown to compliance: Decoding California’s climate disclosure FAQs | ESG Dive , August 13, 2025 Groups sue Trump agencies for using 'secret' report to reverse core of US climate rules | Reuters, August 13, 2025 How to Measure ...

Director Education: What's on Tap?

By Randi Morrison posted 08-11-2025

The Society and certain other organizations have long maintained listings of reputable, established director/board education program offerings. The latest Society listing, which was most recently updated this month, is here . The resource is posted on our Board/Director Education page , along with these resources from Cooley , Gibson Dunn , and Woodruff Sawyer , and a list of third-party providers. ...

Director Skill Sets & Refreshment Considerations

By Randi Morrison posted 08-11-2025

Deloitte’s “ Director skills for navigating a complex business environment ” reveals director skills data from SEC filings (sourced from ISS Corporate Solutions) for the Fortune 100 to help inform board refreshment strategies. Among the key takeaways: Overall prevalence - A majority of directors have leadership, finance, and international skills (90%, 79%, and 63%, respectively). Comparatively, ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 08-11-2025

Corporate Governance: In the News - Articles of Interest Corporate America’s Stock Buyback Spree: A Sign of Strength or a Red Flag? - WSJ, August 11, 2025 Activist Investor Engine Capital to Push Avantor to Make Changes or Sell Itself – WSJ, August 11, 2025 Corporate Governance Under Political Pressure: Intel's CEO at Odds with Trump and the Board - AInvest, August 11, 2025 Despite ...

Artificial Intelligence

By Randi Morrison posted 08-10-2025

ChatGPT Uses to Support the Legal Function —Further to our recent report : “Consider GenAI Model Capabilities on Task-Specific Basis,” Debevoise’s new post summarizes tools and features available in ChatGPT Enterprise and how to use them, and provides examples of ways in which the firm uses the tools or features in its work. The examples are particularly instructive for illustrating ChatGPT’s ...

Audit Committee Composition, Organization & Process

By Randi Morrison posted 08-10-2025

PwC’s “ Audit committee effectiveness - Practical tips for the chair ” is an all-around great basics guide for the audit committee chair as respects committee organization and process, as well as a helpful resource for the board and the Nom/Gov Committee to inform their director selection, board committee composition, and committee succession responsibilities. Coverage includes desired audit committee ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 08-09-2025

Corporate Governance: In the News - Articles of Interest Trump Reminds CEOs Who the Ultimate Boss Is - WSJ, August 8, 2025 The Proxy Advisor Power Play: Legal Challenges Reshape Corporate Governance for Investors – AInvest, August 8, 2025 Over 300 organizations ask EU to preserve scope and rigor of sustainability legislation | ESG Dive, August 8, 2025 Boards grapple with AI as governance ...

CARB to Hold 2nd Virtual Public Workshop on Climate Disclosure Legislation (SB 253 and SB 261)

By Randi Morrison posted 08-07-2025

CARB announced a second virtual public workshop to be held Thursday, August 21 from 9:30 am – 12:30 pm Pacific Time to, among other things: · Draft definitions for determining entities covered by SB 253 (GHG emissions disclosure) and SB 261 (climate risk disclosure), as amended by SB 219, such as “revenue”, “doing business in California”, and “parent-subsidiary” relationships ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 08-07-2025

Corporate Governance: In the News - Articles of Interest SEC ‘No-Deny’ Policy Can Continue, Ninth Circuit Panel Rules – Bloomberg Law, August 6, 2025 Shareholders Upping Pressure on Companies to Disclose Political Activities | Law.com, August 5, 2025 US companies spending record amounts to protect executives as threats rise | Reuters, August 5, 2025 SEC Commissioner Calls for Changes ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 08-06-2025

Corporate Governance: In the News - Articles of Interest Cybersecurity budgets tighten as economic anxiety rises | CFO Dive, August 5, 2025 What New CEOs Should Ask Themselves in Their First 100 Days - hbr, August 5, 2025 Exclusive | Trump White House Preps Executive Order to Punish Banks That Discriminate Against Conservatives, Crypto Companies - WSJ, August 5, 2025 A First-Time ...

Insider Trading Policy Practices

By Randi Morrison posted 08-04-2025

A review by Debevosie & Plimpton of insider trading policies publicly filed by more than 60 companies, including the 30 largest S&P 100 companies based on market cap, revealed the following practice trends, among others: Policy scope All policies apply to directors, officers, and all employees of the company and 87% also cover their family members. 84% apply to legal entities ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 08-04-2025

Corporate Governance: In the News - Articles of Interest 97% of AI breach victims lacked access controls, IBM finds | CFO.com, August 4, 2025 For a Few CEOs, Pay Keeps Growing—by the Billions - WSJ, August 4, 2025 Tesla Gives Musk $30 Billion Award, Saying ‘Deal Is a Deal’ - Bloomberg, August 4, 2025 State finance officials press US asset managers to denounce ESG, climate | ESG ...

Bank CEO & Board Compensation & Governance Practices

By Randi Morrison posted 08-04-2025

Bank Director’s “ 2025 Compensation & Talent Survey ,” sponsored by Chartwell Partners, benchmarks talent (including DEI), succession planning, and compensation practices based on a recent survey of 265 independent directors, chairs, CEOs, human resources officers, and other executives of public, private, and mutual US banks, and review of fiscal 2024 proxy statements (as to public company compensation ...

2025 Season: Shareholder Proposal Round-Up

By Randi Morrison posted 08-03-2025

DragonGC reported key shareholder proposal voting statistics from the 2025 proxy season (meetings from July 1, 2024 – June 30, 2025) compared to the same period for the 2024 and 2023 seasons. The below table compares 2025 to 2024. * Consists of sell the company; take the company private; tax disclosure in accordance with GRI standards; bitcoin investments; tracking firearms purchases; hospital ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 08-03-2025

Corporate Governance: In the News - Articles of Interest Corporate Governance at a Crossroads: Legal Shifts and the Battle for Board Control in 2025 - AInvest, August 1, 2025 The Leaner, Meaner Chevron Is Ready to Fight - WSJ, August 1, 2025 EFRAG seeks feedback on simplified ESRS amid ‘reservations’ from board - RI, August 1, 2025 Fortune 500 companies didn’t live up to DEI pledges, ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 07-31-2025

Corporate Governance: In the News - Articles of Interest US states have passed 11 anti-ESG bills in 2025 so far: report | ESG Dive, July 31, 2025 21 States Warn BlackRock, JPMorgan Against Considering Sustainability as a Long-Term Risk Factor in Investments - ESG Today, July 31, 2025 White House in crypto policy report calls for SEC action, new legislation | Reuters, July 30, 2025 ...

Director Education Programs

By Randi Morrison posted 07-30-2025

Gibson Dunn released an updated listing of director education programs . The regularly updated resource includes programs for all types of companies and ranging from single topic, one-day (or shorter) events to comprehensive multi-day programs. We included the most current Society, Cooley, and Woodruff Sawyer compilations of director education program opportunities here . An updated version of the ...

CEO Security Practices & Trends

By Randi Morrison posted 07-30-2025

Directors & Boards reported on CEO security trends based on WTW’s analysis of S&P 500 proxy statements filed as of June 5, 2025. Among the key takeaways: Disclosure of CEO security has more than doubled in the past 10 years to 37% in 2024 (2025 filings) from 18% in 2014, while the median value has increased from $28,500 in 2014 to nearly $80,000 in 2024. Larger companies are much ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 07-30-2025

Corporate Governance: In the News - Articles of Interest 1 in 5 companies say they’ve slashed DEI since Trump’s election | ESG Dive, July 30, 2025 BlackRock, J.P. Morgan, Vanguard among asset managers hit with anti-ESG letter from state officials - Pensions & Investments, July 30, 2025 State financial officers urge financial institutions to abandon ESG | thecentersquare.com, July ...

DEI-Related Proxy Statement Disclosure

By Randi Morrison posted 07-29-2025

According to Winston & Strawn’s “ Recent Executive Orders Are Reshaping DEI Disclosures in 2025 Proxy Statements ,” 68 of the 74 Fortune 100 public companies modified their DEI-related disclosures in their 2025 proxy statements compared to their 2024 proxy statements. Among the year-over-year changes: Reduced frequency of “diversity” or “diverse” Qualified mentions of “diversity” with ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 07-29-2025

Corporate Governance: In the News - Articles of Interest EU sustainability Omnibus: Vibe check and what’s next? - RI, July 29, 2025 ISS, Glass Lewis sue Texas AG over state’s newest anti-ESG law | ESG Dive, July 29, 2025 Exclusive | 21 states warn JPMorgan's Jamie Dimon, BlackRock's Larry Fink to scrap 'woke' environmental goals – NY Post, July 29, 2025 AGMs: AI Concerns Amplify ...

Responding to a Low Say-on-Pay Vote: Consider These Tactics

By Randi Morrison posted 07-28-2025

DragonGC’s report: “ Fortune 1000 Say-on-Pay: An Analysis of Shareholder Engagement in Response to Adverse Votes ” (complimentary access here ) reveals the results of its analysis of Fortune 1000 say-on-pay votes during the 2024 proxy season that garnered less than 80% shareholder support and corresponding responsive actions by companies that, in nearly all cases, triggered significantly greater ...

2025 Proxy Season: Shareholder Proposals

By Randi Morrison posted 07-28-2025

Jasper Street captured key shareholder proposal takeaways for Russell 3000 companies as of June 30 with these powerful graphics: Also reported on page 7 of the report are the percentages of environmental, social, and governance proposals supported by each of ISS and Glass Lewis for the season year-to-date compared to the 2023 and 2024 seasons. ISS’s support for environmental and social ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 07-28-2025

Corporate Governance: In the News - Articles of Interest CEOs Are Shrinking Their Workforces—and They Couldn’t Be Prouder - WSJ, July 27, 2025 Trump Fast-Tracks Deregulatory Push at Consumer-Protection Bureau - WSJ, July 26, 2025 A 'Necessity' Now in Big Law: Why Law Firms Are Adding Business Leaders | Law.com, July 25, 2025 Not Ready for a Full-Blown ERM Program? Consider the Middle ...

Governance Practices & Tips

By Randi Morrison posted 07-27-2025

Board structure and composition —Further to our prior report: “ Guide to Board Structure & Composition ,” Davis Polk’s piece on board structure and composition considerations discusses common practices and thoughtful considerations relating to the board leadership structure (combined or separate CEO/Chair), board size, director tenure and board refreshment mechanisms, director skills and experience, ...

Pre-IPO Corporate Governance Considerations & Decision Points

By Randi Morrison posted 07-27-2025

PwC’s guide: “ Going public? What boards need to know about corporate governance ” identifies and discusses pre-IPO preparedness considerations relevant to key topics such as board composition and leadership; board and board committee structure and composition; director election voting standards; share structure; shareholder expectations, proposals, and activism; and proxy advisory firms. The appendices ...

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