Monthly Archives: September 2025

Proxy Season Global Briefing : Shareholder Rights & Governance Trends

Irene Bucelli is a Lead Analyst, and Junho Kim and Theo Le are Senior Research Analysts at Glass Lewis. This post is based on a Glass Lewis memorandum by Ms. Bucelli, Mr. Kim, Mr. Le, Chris Rushton, Aaron Wendt, and Brianna Castro.

In the first instalment of our Proxy Season Global Briefing, we provide a rundown of headlines and key trends relating to shareholder rights and corporate governance from around the globe. Glass Lewis clients can access the full version, which also covers executive pay, board composition and shareholder activism, via the content libraries on Viewpoint and Governance Hub.

The 2025 proxy season saw more in-person meetings globally, APAC governance reforms, and growing interest in non-financial reporting audits. Meanwhile, corporate reincorporations within the U.S. reached a three-year high as states jockeyed to offer the most attractive listing regime.

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Here We Go Again: Red States Continue to Focus on ESG

Robert Eccles is Visiting Professor of Management Practice at Oxford University Said Business School, and Daniel F.C. Crowley is a partner at K&L Gates LLP. This post was authored by Professor Eccles and Mr. Crowley.

On July 29, 2025, 26 members (from 20 red states and the purple state of Pennsylvania) of the State Financial Officers Foundation (SFOF) sent letters to the leaders of 25 large asset managers. The mission of SFOF is, “to drive fiscally sound public policy, by partnering with key stakeholders, and educating Americans on the role of responsible financial management in a free market economy.”

The letter begins, “As financial officers entrusted with safeguarding our states’ public funds, we write to express our deep concern about the erosion of traditional fiduciary duty in American capital markets.” And though it notes, “While some firms have recently taken encouraging steps, such as withdrawing from global climate coalitions and scaling back ESG rhetoric and proxy votes,” it goes on to list five steps firms must take in order to continue doing business with these states. This is part of the ongoing anti-ESG campaign conducted by red state attorneys general, treasurers, and auditors, and even some GOP members of the U.S. House of Representatives. As a result, red states have effectively defined ESG in ideological terms, then targeted asset managers for being overly ideological when they take account of material issues that can impact value creation.

Writing in the Harvard Business Review over two years ago, we said ESG should be returned to its “original and narrow intention — as a means for helping companies identify and communicate to investors the material long-term risks they face from ESG-related issues.” Instead, this recent letter shows that ESG has continued to get pulled into political messaging efforts between both parties rather than rightfully being considered as financially material long-term risk factors.

The essence of the letter is captured in this paragraph:

“Fiduciary duty has long been a critical safeguard that facilitated efficient capital allocation grounded in financial merit rather than political ideology. But that clarity is being diluted under the banner of so-called ‘long-term risk mitigation,’ where speculative assumptions about the future, like climate change catastrophe, are used to justify ideological conclusions today. This deterministic approach to investing is not consistent with the fiduciary’s role that recognizes uncertain and unknowable future outcomes and, hence, the construction of diversified portfolios.” READ MORE »

State Officials’ Letter to Asset Managers

Malia Cohen is the California State Controller, and Fiona Ma is the California State Treasurer. This post is based on a letter sent to asset managers by Ms. Cohen, Ms. Ma, and 15 other state officials.

Dear Mr. Fink:

We write to offer a fundamentally different vision of fiduciary responsibility than the one advanced in the July 2025 letter to you from signatories of the State Financial Officers Foundation (SFOF).

We believe the views expressed in their letter misrepresent the true meaning of fiduciary duty and would require asset managers to take a passive approach to oversight while ignoring the nature of long-term value creation in modern capital markets. In contrast, we believe that fiduciary duty calls for active oversight, responsible governance, and the full exercise of ownership rights on behalf of the workers and retirees we serve.

Fiduciary duty, as properly understood, requires—not prohibits—investor consideration of material risks and long-horizon opportunities. Institutional investors, including public pension funds, are long-term owners. They bear the consequences of unmanaged risks—whether climate-related, governance-related, or supply chain-related—and must ensure that corporations and their boards address such risks with transparency and accountability.

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What Drives Board Effectiveness in the Face of Uncertainty

Jamie C. Smith is a Director, and Barton Edgerton is the Center for Board Matters Corporate Governance Research Leader at EY. This post is based on a piece completed by the EY Americas Center for Board Matters in collaboration with Corporate Board Member.

In an era marked by rapid change and increasing complexity, effective board oversight has never been more essential.

In brief

  • Corporate boards can leverage their long-term outlook to help the company navigate, prepare for and adjust the strategy for future challenges.
  • Strong alignment between directors and management on risks and risk appetite is a crucial part of strategic resilience and effective response to change.
  • Board conversations on these key topics promote company agility: evolving strategy in a chaotic environment, aligning on risks and overcoming barriers to change.

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Why Do Big Firms Stay on Top?

Mara Faccio is the Tom and Patty Hefner Chair in Finance and Professor of Management, and John J. McConnell is the Burton D. Morgan Distinguished Chair of Private Enterprise in Finance, Emeritus, at the Daniels School of Business, Purdue University. This post is based on their article forthcoming in the Journal of Finance.

A fundamental premise of economic theory, dating back to Joseph Schumpeter, is that, over a sufficiently long period of time, old firms are displaced by new ones. As one saying that Schumpeter cites goes: “three generations from overalls to overalls.” In this process, known as the Schumpeterian process of “creative destruction,” new innovation is incessantly created by new firms that replace old innovators, including the most successful ones. This process is widely recognized as a driving force behind long-term economic growth. While extensive research has elucidated the importance of innovation and firm entry in fostering growth, less scrutiny has been devoted to the corresponding replacement of incumbents.  Do large, established firms truly get replaced over time, or do they maintain their dominance despite the theoretical benefits of replacement?

In a recent manuscript titled “Impediments to the Schumpeterian process in the replacement of large firms”, forthcoming in the Journal of Finance, we investigate why, across many countries and over extensive periods of time, including a century-long horizon, the largest firms often retain their dominant positions, thereby defying the expected turnover that Schumpeter envisioned. Earlier empirical investigations link the lack of replacement to lower economic growth. Such evidence gives rise to an important question: if the replacement of incumbents is so beneficial, why is it so infrequent?

Our study investigates several explanations. Schumpeter himself suggests that large incumbent firms remain large by continuously reinventing themselves, leveraging their financial strength to innovate. Alternative views are articulated in the work of early 20th-century thinkers Louis Brandeis and Lincoln Steffens. Brandeis condemns “money trusts” formed through interlocking directorates (specifically, the networks of intertwined board memberships with financial institutions) that stifle competition and enable incumbents to suppress rivals. Steffens highlights the systematic capture of political institutions by big business, which manipulates regulation to serve private interests rather than the public good. These views suggest that political entrenchment, rather than superior market performance, underpins the persistence of dominant firms.

Our findings strongly support this latter explanation: political connections, defined as instances in which one of a large firm’s top officers, directors, or blockholders is a member of parliament or is a government minister, materially enhance large firms’ ability to maintain their dominant status. Firms embedded within political networks exhibit significantly higher probabilities of remaining among their countries’ largest firms even over extended periods of time. Crucially, our analyses refute the notion that politically connected firms are able to maintain their dominant market position simply because they outperform their competitors. Various performance metrics reveal that politically connected firms, if anything, underperform their peers instead. Especially, large politically connected firms remain among the very largest firms because of greater protective political influence. This is especially the case in countries characterized by regulatory barriers consisting of tariffs, quotas, and restrictions on cross-border capital flows, which insulate large domestic incumbents from competition. In more open economies, where such barriers are not present, political connections lose their protective power, and the forces of competitive displacement lead to the demise of old large firms.

Summarizing, while innovation remains a crucial engine of growth, our research cautions that entrenched political power combined with protectionist policies can impede the natural Schumpeterian process of replacement of large firms, dampening economic growth. READ MORE »

Asset Managers and Fossil Fuel Exclusion Screens

Patricia Volhard is a Partner, John Young is a Counsel, and Alfie Scott is an Associate at Debevoise & Plimpton LLP. This post is based on a Debevoise memorandum by Ms. Volhard, Mr. Young, Mr. Scott, and Ulysses Smith.

Key Takeaways:

  • Many asset managers exclude categories of investments from their portfolios, with a number of developments prompting asset managers to scrutinise their exclusion lists. As a result, some asset managers have adopted more flexible approaches, focussed on detailed due diligence for potential investments in certain industries in place of formal exclusions.
  • We discuss in this InDepth asset managers’ options when designing fossil fuel exclusion screens, including risk, diligence and engagement-based approaches, rather than blanket bans. Asset managers’ approaches are also informed by voluntary frameworks and environmental concerns.

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How Are Shareholder Meetings Changing and What Does It Mean for Corporate Governance

Tiziana Londero is a Policy Analyst, and Daniel Blume is the Head of the Corporate Governance Unit in the OECD’s Directorate for Financial and Enterprise Affairs. This post is based on their OECD memorandum.

A new OECD report on shareholder meetings and corporate governance sheds light on recent evolutions in shareholder meetings in 50 economies, with case studies on the Netherlands, Singapore, South Africa, Türkiye and the United Kingdom. 

In a context of changing shareholder expectations and digital transformation, evolutions in shareholder meetings have important implications for corporate governance and shareholder engagement. While large institutional investors often engage year-round, for many investors, Annual General Meetings (AGMs) are the most important venue to influence corporate behaviour, including on executive remuneration, sustainability policies and corporate ethics.

The report identifies areas where regulatory frameworks for AGMs may need strengthening to fully protect shareholder rights, in line with the G20/OECD Principles of Corporate Governance.

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Public Companies Faced Added Disclosure Scrutiny During This Proxy Season

Bryan Keighery and Patrick Rehfield are Partners, and Alexandra Good is an Associate at Morgan Lewis & Bockius LLP. This post is based on their Morgan Lewis memorandum.

As the 2025 proxy season ends, public companies have had to navigate a more nuanced and demanding disclosure environment. New disclosure requirements, such as Item 402(x) of Regulation S-K, and increased scrutiny of—and changing views on—diversity, equity, and inclusion (DEI) presented new disclosure challenges in 2025. At the same time, executive compensation strategies faced increasing pressure to balance incentive alignment with transparency and governance accountability.

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Ongoing Legal Battle Over California’s Climate-Related Disclosure Laws

Jon Solorzano is a Partner, James Dawson is a Counsel, and Josh Rutenberg is an Associate at Vinson & Elkins LLP. This post is based on a Vinson & Elkins memorandum by Mr. Solorzano, Mr. Dawson, Mr. Rutenberg, Kelly Rondinelli, and Evan Rodgers.

Editor’s Note: On August 20, 2025, Plaintiffs filed an appeal to the U.S. Court of Appeals for the Ninth Circuit from the order denying their motion for a preliminary injunction.

On August 13, 2025, the U.S. District Court for the Central District of California denied a motion for preliminary injunction to enjoin California Senate Bills 253 and 261. For background information on SBs 253 and 261, see our previous insight.

The Chamber of Commerce and five co-Plaintiffs sought a preliminary injunction to halt California’s landmark climate reporting laws on three separate grounds: (i) the laws violate the First Amendment, (ii) the Constitution and federal law preempt SB 253 and SB 261 and (iii) the two laws violate the dormant Commerce Clause of the U.S. Constitution. As we discussed here, in February 2025 the district court granted a motion to dismiss in part filed by CARB with respect to the latter two claims. Plaintiffs then filed a motion for a Preliminary Injunction on First Amendment grounds. Specifically, Plaintiffs alleged that the laws are not tailored to the interests of investors because they are not limited to companies seeking investments; absent a preliminary injunction, Plaintiffs claim they will suffer irreparable harm as they will be compelled to speak on the “controversial issue” of climate change.

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