Monthly Archives: March 2025

How DEI Shareholder Proposals Are Faring in 2025

David A. Bell is a Partner and Co-Chair of Corporate Governance, and Wendy Grasso is a Corporate Governance Counsel, at Fenwick & West LLP. This post is based on their Fenwick memorandum.

What You Need To Know

  • Total anti-DEI proposals submitted for the 2025 proxy season have surpassed pro-DEI proposals.
  • Total pro-DEI proposals for 2025 appear to be on pace to finish below the 2024 proxy season totals, based on early data.
  • Total anti-DEI proposals for 2025 have already surpassed the 2024 proxy season totals.
  • Pro-DEI proposals continue to fare better than anti-DEI proposals in terms of shareholder approval.

READ MORE »

Shareholder Engagement on Compensation Matters: Special Time-Sensitive Complications for the 2025 Proxy Season

Alessandra Murata, Michael Bergmann, and Brad Goldberg are Partners at Cooley LLP. This post is based on their Cooley memorandum.

As most public companies know, shareholder outreach is often an important part of the playbook when a company is seeking approval of compensation-related proposals at an annual meeting. A company may engage with shareholders proactively ahead of a compensation-related proposal or in response to a negative recommendation from proxy advisory firms. In addition to engagement relating to current-year proposals, where a company in a prior year received less than a specified favorable vote on its “say-on-pay” proposal – more than 70% for Institutional Shareholder Services (ISS) or 80% for Glass Lewis – proxy advisors expect the company and its independent directors to engage with shareholders following the annual meeting regarding its executive compensation practices, and detail such engagement in the proxy for the next year’s annual meeting, including information about the extent of the outreach (i.e., which shareholders were engaged), what the company and its independent directors heard, and what, if anything, the company did in response to shareholder concerns.

READ MORE »

Weekly Roundup: March 14-20, 2025


More from:

This roundup contains a collection of the posts published on the Forum during the week of March 14-20, 2025

Activism in the 2024 Proxy Season and Implications for 2025


2025 Proxy Season Trends: The Pendulum Swings Toward Management


Shareholder Activism – 2024 Review and 2025 Outlook


Which Officers and Employees Have Advancement Rights?


Three Areas Where Boards Spend Their Time But Don’t See Results


Preparing for the 2025 Reporting Season: Proxy Season Reminders


A Theory of Calibrated Fiduciary Duties in Firms


Global Institutional Investor Survey 2024 Report


Securities and Derivative Litigation: Quarterly Update



Remarks by Acting Chair Uyeda to the Investment Company Institute’s 2025 Investment Management Conference


Implications of the SEC’s Stance that Meme Coins are not Securities


Opening Delaware’s Black Box of Attorneys’ Fees


2025 U.S. Proxy Season Review: Navigating Complexity in a Changed World


Audit Committees Face Significant New Compliance Oversight Pressures


ESG: A Panacea for Market Power?


Proxy Landscape – “The Times They are A-Changin”


Proxy Landscape – “The Times They are A-Changin”

Allison Wyderka is the Head of Product and Research for Proxy Services and Wickham Egan is the Director of Business Development and Operations, at Egan-Jones Ratings Company. This post is based on their Egan-Jones memorandum.

I. Overview

As suggested by the musician Bob Dylan, in the Proxy field, the times are changing. This installment aims to address some of those changes and, perhaps more importantly, implications for those connected to the corporate proxy space and the implications for this proxy season.

Our view is simple, and that is that most investors seek to protect and enhance wealth. Hence, endorsing proposals in shareholder meetings that align with this focus makes sense. Additionally, as fewer asset managers gain market share from smaller ones, they can blunt criticism that they wield too much power by allowing investors to select votes themselves or, more realistically, rely on a third-party like Egan-Jones to do so.

READ MORE »

ESG: A Panacea for Market Power?

Philip Bond is a Professor of Finance and Business Economics at the University of Washington, and Doron Levit is the Marion B. Ingersoll Endowed Professor of Finance and Business Economics at the University of Washington Foster School of Business. This post is based on their recent article forthcoming in the Journal of Financial Economics.

In our paper “ESG: A panacea for market power?,” now published in the Journal of Financial Economics, we investigate a fundamental question: What happens when firms credibly pledge to treating stakeholders better than market conditions would dictate?

Consider these common examples:

  • Firms pledge generous compensation and favorable working conditions for employees.
  • Companies pledge environmental stewardship to their customers.
  • Businesses commit to pay “fair” prices to suppliers for inputs like coffee or cacao beans.

These types of corporate commitments have grown significantly in recent decades as market-primacy doctrine has receded. Understanding the consequences of these pledges has become increasingly important in today’s business landscape.

Historically, these pledges have appeared under various labels, most notably “corporate social responsibility.” Today, they are most closely associated with the “social” pillar of ESG policies—the terminology we adopt throughout our analysis.

READ MORE »

Audit Committees Face Significant New Compliance Oversight Pressures

Michael W. Peregrine is a Partner and Ashley Hoff is a Counsel at McDermott Will & Emery LLP.

New policy initiatives from the Trump administration, and the turbulence with which they have been introduced, combine to present board audit committees with unexpected new compliance oversight pressures.

Every new administration has the right to institute its own policies with respect to legal and regulatory enforcement, and the Trump administration is no different in that regard.  Furthermore, there was a clear sense following the election that the new administration would pursue substantive policy changes in many compliance-oriented areas, including the Department of Justice’s civil and criminal enforcement priorities.

But the scope of this change, and the tempo in which it has been introduced, have been extraordinary.  This in turn has created a variety of new challenges for the audit committee, including but not limited to the following:

READ MORE »

2025 U.S. Proxy Season Preview: Navigating Complexity in a Changed World

Subodh Mishra is Global Head of Communications at ISS STOXX. This post is based on an ISS-Corporate memorandum by Jun Frank, Managing Director, Global Head of Compensation & Governance Advisory at ISS-Corporate.

Corporate Boards find themselves in a changed world this proxy season. The tide of shareholder and regulatory pressure on corporations to disclose and take action on environmental and social causes has subsided, while a wave of new risks ranging from new technology to geopolitical tension and potential trade wars disrupts the market. Every week seems to bring a new development, from changes in how investors view certain topics to SEC rules and guidance. Boards are being pulled in many, sometimes contradicting, directions, and must carefully navigate a myriad of legal, compliance, climate, social, political, and technological risks. As the 2025 Proxy Season approaches, ISS-Corporate examines key trends and themes that are likely to have significant impact.

KEY TAKEAWAYS

  • The SEC’s updated its compliance and disclosure interpretations, prompting some investors to pause or change their engagement strategy. That means issuers may face difficulties engaging with investors ahead of their shareholder meetings.
  • Pushback against ESG and DEI initiatives is intensifying, and the surge of shareholder proposals criticizing certain environmental or social initiatives continues, representing 14.7% of all proposals submitted thus far for 2025.
  • Though these counter-ESG proposals rarely receive broad shareholder support, some companies are likely to concede or make compromise to reach an agreement before the matter comes to a vote. Trend to watch: withdrawals.
  • Disclosure of diversity information and use of diversity metrics in executive pay is expected to diminish, and board diversity considerations are likely to play a much smaller role this proxy season.
  • Amid rising complexity and diversity of viewpoints the investor community, boards can look to the fundamental principles of corporate governance to help guide their decisions: economic relevance of extra-financial factors, competent and independent boards, and alignment between pay and performance.

READ MORE »

Opening Delaware’s Black Box of Attorneys’ Fees

Adam C. Pritchard is the Frances & George Skestos Professor of Law at the University of Michigan Law School, and Jessica M. Erickson is the Nancy Litchfield Hicks Professor of Law at the University of Richmond School of Law. This post was prepared for the Forum, and is part of the Delaware law series; links to other posts in the series are available here.

Anyone following the recent legislative battles in Delaware would be justified in thinking that there is only a single set of proposed reforms to Delaware stockholder litigation pending in the General Assembly. Senate Bill 21, which addresses transactions in which directors, officers, or controlling stockholders have a financial interest, has dominated recent news headlines coming out of Delaware.

There is a second set of pending reforms, however. A bipartisan group of Delaware legislators has proposed asking the Council of the Corporation Law Section of the Delaware State Bar Association to prepare recommendations for legislative action regarding fee awards in common fund stockholder litigation.

That request was motivated by the Court of Chancery’s recent eye-popping $345 million award of attorneys’ fees to the plaintiffs’ lawyers who successfully challenged Elon Musk’s stock option award in a derivative lawsuit filed on Tesla’s behalf. That record-setting fee award—25.3 times the lodestar—valued the lawyers’ time at almost $18,000 an hour.

We have spent much of our careers studying stockholder lawsuits and attorneys’ fees, and we have some thoughts on how the Council should tackle this study. We start with a simple premise: fee awards come directly out of settlements or judgments, so every dollar for the lawyers means one less dollar for stockholders. Basic economic theory therefore suggests that judges making fee awards on behalf of stockholders should be aiming for awards that are not a dollar more than it takes to incentivize plaintiffs’ attorneys to bring meritorious cases.

READ MORE »

Implications of the SEC’s Stance that Meme Coins are not Securities

F. Dario de Martino and Susan I. Gault-Brown are Partners at A&O Shearman. This post is based on their A&O Shearman memorandum.

In this statement, the SEC staff took the position that typical meme coins — a category of crypto assets inspired by internet memes, pop culture, or trending jokes — do not constitute “securities” under federal law.

In the view of the Division, transactions in these meme coins need not be registered under the Securities Act of 1933, nor exempt from registration because they do not involve an “offer and sale” of securities.

This effectively signals a hands-off regulatory approach for genuine meme coins, while cautioning that investors in such tokens will not be protected by federal securities laws if the tokens fail or lose value.

The staff’s stance aligns with recent remarks by Commissioner Hester Peirce — who noted that many meme coins are likely not securities — and reflects the SEC’s effort to clarify how traditional securities law definitions apply in the rapidly evolving crypto market.

The Staff Statement defines a “meme coin” as a type of crypto asset driven largely by social media buzz and community speculation rather than any inherent utility or investment promise. These tokens are typically marketed for entertainment or cultural purposes, often explicitly disclaiming any expectation of profit or practical use beyond novelty or community engagement. Their market value tends to be highly volatile and based purely on demand and viral sentiment — characteristics the SEC staff likened to collectibles (e.g., digital art or trading cards) rather than investment instruments.

READ MORE »

Remarks by Acting Chair Uyeda to the Investment Company Institute’s 2025 Investment Management Conference

Mark T. Uyeda is the Acting Chair Throughout of the U.S. Securities and Exchange Commission. This post is based on his recent remarks. The views expressed in the post are those of Commissioner Uyeda, and do not necessarily reflect those of the Securities and Exchange Commission or the Staff.

I. Introduction

Thank you, Paul [Cellupica], for the thoughtful introduction and I appreciate the invitation to address the ICI’s 2025 Investment Management Conference. First, I’d like to congratulate Dorothy Donohue on her well-earned retirement. Dorothy has had an impressive career spanning both public and private service, with a deep knowledge of the fund industry and its legal framework. I have worked with her on many issues over the years. She will be missed, and I wish her well on her next chapter.

This year – 2025 – marks the start of a new presidential administration, which holds tremendous potential. It has been a privilege to serve these past couple of months as the Acting Chairman of the Securities and Exchange Commission. [1]

This year also marks a personal milestone – my thirtieth year of legal practice, which started out as a first-year associate in the ’40 Act practice of a major law firm. The practice was led by Richard “Dick” Phillips, one of the legends of the securities bar and, equally important, a former member of the SEC staff. Dick served the Commission during the 1960s in several capacities, including assistant to the chairman, assistant general counsel, and staff director of the SEC Corporate Disclosure and Investment Company Studies.

During that time, I learned a few things. First, I could distinguish between an open-end and a closed-end fund. And second, I learned to have a lot of respect for the SEC staff. READ MORE »

Page 3 of 8
1 2 3 4 5 6 7 8