With the 2025 proxy season under way, our recent Client Alert highlights governance, disclosure, and engagement considerations for companies preparing for their 2025 annual meetings. The alert covers a broad range of topics including the following:

• Governance and Disclosure Considerations
  • Board Diversity
  • Director Independence
  • Director Overboarding
  • New SEC Requirements Related to Insider Trading Policy Disclosures

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On February 11, 2025, Institutional Shareholder Services (ISS) announced a change to its voting policy with respect to board diversity. ISS will no longer consider the gender and racial and/or ethnic diversity of U.S. company directors when making vote recommendations with respect to the election or re-election of directors. ISS’s new policy approach will be…

Our Client Alert discusses landmark legislation and initiatives recently announced by Delaware legislative leaders and Governor that would, if enacted into law, address critical topics, including director independence, controlling stockholders, stockholders’ books and records inspection rights, and plaintiffs’ attorney fee awards.…

On February 11, 2025, the SEC’s Division of Corporation Finance (Corp Fin) updated its Compliance and Disclosure Interpretations (CDIs) relating to Regulation 13D-G beneficial ownership reporting by revising Question 103.11 and issuing new Question 103.12.

In revised Question 103.11, Corp Fin expressed the view that a shareholder’s inability to rely on the exemption from…

On February 11, 2025, Acting Chairman of the U.S. Securities and Exchange Commission (the “Commission”) Mark Uyeda issued a statement directing the Commission staff to request that the U.S. Court of Appeals for the Eighth Circuit (the “Eighth Circuit”) delay scheduling oral arguments in the litigation involving The Enhancement and Standardization of Climate-Related Disclosures for…

Background

In July 2023, the U.S. Securities and Exchange Commission (SEC) adopted final rules requiring public companies to report material cybersecurity incidents under new Item 1.05 of Form 8-K beginning on December 18, 2023. Our intent with this snapshot is to review the first year of cybersecurity disclosures on Form 8-K.…

Our recent Client Alert discusses the February 4, 2025, decision by the Delaware Supreme Court in the TripAdvisor litigation. The court determined that TripAdvisor’s proposed reincorporation from Delaware to Nevada should be reviewed under the business judgment standard of review, under which courts will defer to the judgment of boards and dismiss ensuing fiduciary duty…