Monthly Archives: October 2025

Policy Survey Shows a Shifting Stewardship Landscape, and Diverging Investor Views Across Regions

Brianna Castro is a Vice President, and Silvia Gatti and Krishna Shah are Senior Directors at Glass Lewis. This post is based on a Glass Lewis memorandum by Ms. Castro, Ms. Gatti, Ms. Shah, Courteney Keatinge, and Dimitri Zagoroff.

Key Takeaways:

  • 85 percent of investors and 76 percent of non-investors say they do not base governance votes solely on financial performance.
  • With Texas and Nevada amending their laws to attract more companies, 50 percent of investors are focusing more on shareholder rights when assessing reincorporation.
  • 44 percent of U.S. investors view the CEO-to-median-employee pay ratio as “not important”, compared to just 8 percent of non-U.S. investors.
  • U.S. based investors are far more likely to ignore diversity factors in their evaluation of boards (42%) compared to investors from other regions (6%).

READ MORE »

Weekly Roundup: October 24-30, 2025


More from:

This roundup contains a collection of the posts published on the Forum during the week of October 24-30, 2025

Activism in 2025 and Beyond: Universal Proxy, Litigation Leverage and a New Playbook for Preparedness


EU Parliament Rejects Rollback in Sustainability Reporting


Court Upholds Privilege in Internal Investigations


When (and When Not) to Form a Special Committee in Activist Defense and M&A


Balancing Governance and Opportunity in a Shifting Landscape


Increasing Scrutiny of “ESG‑Influenced Investing” by ERISA Plans Has Implications for Stakeholders



Glass Lewis To End Benchmark Proxy Voting Policy: What Companies Should Know


Insider Trading Policies: A Survey of Recent Filings


Caremark Claim Survives Board’s Delay in Ending Illegal Practices


Insider Trading Against the Corporation



2025 U.S. Compensation Post-Season Review: Strong Investor Support Despite Record CEO Pay

Subodh Mishra is the Global Head of Communications at ISS STOXX. This post is based on an ISS-Corporate memorandum by Danielle Rizak and Will Harrington, Compensation & Governance Advisors with ISS-Corporate.

Key Takeaways

  • CEO pay is at an all-time high with the median S&P 500 CEO pay of $16.4 million and 11% increase from the previous year for Russell 3000, driven largely by increases in long-term incentive pay;
  • Both the value and prevalence of CEO security perquisites increased sharply among S&P 500 companies, underscoring the increased safety concerns;
  • Despite high CEO pay, say-on-pay support remained strong with failed say-on-pay well below historical norm; fewer instances of discretionary pay adjustments and one-time grants likely contributed to strong shareholder support;
  • Dramatic declines in the usage of DEI and climate-related metrics after a period of rapid adoption in the past few years suggest a shift in corporate priorities and disclosure practices;
  • Post-season engagement with shareholders on compensation policies may probe to be more challenging due to changes in SEC guidance.

READ MORE »

Insider Trading Against the Corporation

S. Burcu Avci is an Adjunct Lecturer at Vanderbilt University, H. Nejat Seyhun is the Jerome B. and Eilene M. York Professor of Business Administration and Professor of Finance at the University of Michigan Ross School of Business, and Andrew Verstein is a Professor of Law at the UCLA School of Law. This post is based on their recent paper.

Corporate executives and directors are legally allowed to sell their shares directly back to their corporation, rather than selling them in the open market.  What is most interesting and most unusual about this situation is that insiders are decision-makers on both sides of the trade.  They decide to sell out of their personal account and buy into a corporate account.  If they are directors, they even approve their own sales.  This pits executives against their own shareholders.  To the best of our ability, no one has studied what happens in these situations.

At the very least, there are potential conflicts of interest in corporate governance at the highest levels.  You might expect executives to benefit themselves at the expense of their shareholders whenever there is a direct conflict.  If stock prices subsequently drop, shareholders lose and insiders win.  Insiders have to choose between shareholders’ interests and their personal interests, and risk violating their fiduciary duty if they sell based on adverse, material, non-public information.

Insiders’ direct sales to the corporation are stealth trades, since no sell order ever hits the market.  There is no price impact or price pressure. There is no disclosure before the trade.  Even the brokers are in the dark.  The market only finds out, upon 16a reporting (which could be late), that a D-sale took place. Insiders report these transactions (on Form 4) to the SEC using a ‘D’ code. The corporations lump insider buybacks in with other buybacks when they report them publicly.  There is usually no separate 8-K disclosure requirement.  There is currently no limit on the amount insiders can sell.   This means the counterparty traders will not even know they are harmed. Furthermore, they may not be able to prove they are harmed in court, since the trade does not trigger an immediate price impact.

These D-sales are much larger in volume than normal S-sales.  There are multitudes of trades over $10 million or $100 million. What is to stop the insiders from taking advantage of their dual roles since they are on both sides of these large trades? READ MORE »

Caremark Claim Survives Board’s Delay in Ending Illegal Practices

Gail Weinstein is a Senior Counsel, Philip Richter is a Partner, and Rati Ranga is a Special Counsel at Fried, Frank, Harris, Shriver & Jacobson LLP. This post is based on a Fried Frank memorandum by Ms. Weinstein, Mr. Richter, Ms. Ranga, Steven Epstein, and Steven J. Steinman, and is part of the Delaware law series; links to other posts in the series are available here.

In Brewer v. Turner (Sept. 29, 2025) (“Regions”), the Delaware Court of Chancery declined, at the pleading stage of litigation, to dismiss a Caremark claim brought against directors of Regions Financial Corporation, which operates Regions Bank. The plaintiff sought a return to the company, from the directors personally, of the $191 million the company paid under a consent settlement with the Consumer Protection Financial Board (CPFB) in connection with the Bank’s allegedly illegal overdraft checking practices. The court, finding that the directors face a substantial likelihood of liability under Caremark for a failure of their fiduciary duties of oversight, rejected Regions’ demand futility defense.

READ MORE »

Insider Trading Policies: A Survey of Recent Filings

Maia Gez and Scott Levi are Partners, and Danielle Herrick is a Professional Support Counsel at White & Case LLP. This post is based on a White & Case memorandum by Ms. Gez, Mr. Levi, Ms. Herrick, Michelle Rutta, Melinda Anderson, and Guiying Ji.

White & Case’s US Public Company Advisory Group has conducted its second annual survey of publicly filed insider trading policies to assess trends with respect to insider trading policy terms. Calendar-year end public companies were first required to publicly disclose their insider trading policies in 2025 following recent SEC rule changes, and as companies approach their second year with this disclosure, it is a good time to review policy terms and confirm whether any changes would be appropriate. Key findings and considerations from our White & Case survey are found in this alert.

White & Case Survey of Filed Insider Trading Policies

White & Case’s second annual survey reviews the policy terms of a broad cross-section of public companies’ insider trading policies filed during the 2025 reporting season, including Fortune 50 companies, mid-cap companies and pre-revenue companies across a range of industries. [1] In December 2022, the SEC had amended its rules to require public companies to publicly disclose whether they have an insider trading policy, and, if so, to file such policy as Exhibit 19 to their Form 10-K [2] or Exhibit 11 to their Form 20-F.

At its most basic level, a U.S. public company’s insider trading policy prohibits insiders who possess material non-public information (“MNPI”) from purchasing, selling, or otherwise trading in that company’s securities, or in the securities of a related company about which the insider has MNPI as a result of serving as an employee, director or officer of his/her own company. They also typically prohibit “tipping,” or providing MNPI to anyone outside of the company and recommending that they purchase, sell, or otherwise trade in the company’s securities or the securities of a related company. Our survey found the trends set forth below.

READ MORE »

Glass Lewis To End Benchmark Proxy Voting Policy: What Companies Should Know

Raquel Fox, Marc S. Gerber, and Elizabeth R. Gonzalez-Sussman are Partners at Skadden, Arps, Slate, Meagher & Flom LLP. This post is based on a Skadden memorandum by Ms. Fox, Mr. Gerber, Ms. Gonzalez-Sussman, Brian V. Breheny, Ron S. Berenblat, and Roy Cohen.

Executive Summary

  • What’s new: Glass Lewis announced it will stop offering its standard benchmark proxy voting guidelines in 2027, transitioning clients to differentiated, client-specific voting frameworks reflecting individual investment philosophies and stewardship priorities.
  • Why it matters: As the proxy voting landscape becomes increasingly fragmented, companies may face greater uncertainty around voting outcomes in key shareholder votes, including contested board elections.
  • What to do next: Public companies should consider (i) monitoring proxy advisor developments, (ii) mapping shareholder voting approaches and proactively engaging, (iii) preparing their boards and (iv) reassessing activism vulnerability with counsel.

READ MORE »

Cyber and AI Oversight Disclosures: What Companies Shared in 2025

Pat Niemann is the Audit Committee Forum Leader and a Leader of the Center for Board Matters at EY. This post is based on his EY report.

Public disclosures reveal how leading boards are overseeing AI and cybersecurity

In today’s fast-changing and high‑stakes digital environment, boards are elevating their oversight approach. Voluntary disclosures around AI and cyber are not just more common — they’re also more robust, doubling in scope across several critical areas.

Companies are putting the spotlight on their technology governance, signaling an increasing emphasis on cyber and AI oversight to stakeholders.

In the past year, according to company disclosures, the increased sophistication of cyber threats has prompted companies to enhance their cybersecurity defenses, while adversaries have also advanced their attack methods. Ransomware attacks rose by over a third, and generative AI (GenAI) — rather than traditional AI — is emerging as a key feature of the threats, often in the form of deepfakes, and the company response.

Deepfakes are just one example of threat actors’ using GenAI for malicious purposes and are now the second most common type of cybersecurity incident, behind malware.1 However, some argue that today’s biggest risk is the loss of sensitive company information when employees use unapproved AI services.2

One recent survey of full-time employees across industries and regions in the United States found that 78% of employees report using AI tools in the office and 58% admit to providing sensitive company information to large language models.3 At the same time, organizations are increasingly using GenAI as part of their toolkit to respond to cyber risks.4 Board oversight of these areas is critical to identifying and mitigating risks that may pose a significant threat to the company.

This article explores how technology oversight disclosures and related governance practices are evolving to meet the challenges of this moment. We aim to help boards and management teams understand the disclosure landscape and the underlying governance practices it reflects and identify opportunities to strengthen and better communicate the rigor of their governance approach in an area of stakeholder focus.

READ MORE »

Increasing Scrutiny of “ESG‑Influenced Investing” by ERISA Plans Has Implications for Stakeholders

Laura Bader and Ferrell Keel are Partners, and Randi Lesnick is Co-Chair of Corporate Practice at Jones Day. This post is based on a Jones Day memorandum by Ms. Bader, Ms. Keel, Ms. Lesnick, Joel May, Evan Miller, and Howard Sidman.

In Short

The Situation: In January 2025, the Northern District of Texas ruled that ESG factors influenced investment decisions by 401(k) plan fiduciaries in violation of the Employee Retirement Income Security Act (“ERISA”), despite those decisions meeting ERISA’s prudence standard. The court deferred judgment on the remedies until September 30, 2025, when it issued its final, remedial judgment (“the Spence Remedial Ruling”).

The Development: The Spence Remedial Ruling imposes an array of burdensome equitable remedies on the 401(k) plan fiduciaries, the 401(k) plan’s corporate sponsor and their respective officers, employees, and agents—most in perpetuity—while denying monetary damages.

Looking Ahead: This decision—involving 401(k) operation and design—is part of a significant and broader trend to scrutinize ESG-influenced decision-making by benefit plan sponsors, corporate management and boards, investment managers and other benefit plan service providers. Such stakeholders should consider the Spence Remedial Ruling’s potential impact and related risks and what remedial actions, if any, may be appropriate in response.

READ MORE »

Balancing Governance and Opportunity in a Shifting Landscape

Ira Kalish is the Chief Global Economist, Lynne Sterrett is a Vice Chair, and Christine Davine is a Managing Partner at Deloitte LLP. This post is based on a Deloitte memorandum by Mr. Kalish, Ms. Sterrett, Ms. Davine, Caroline Schoenecker, and Jamie McCall.

Driving growth and fostering resilience in a dynamic business environment

In a continually changing business environment, board directors find themselves at a complex nexus of risk and opportunity. A confluence of macroeconomic factors—such as inflationary pressures, shifting regulatory frameworks, and technological shifts—have redefined corporate possibility and risk.

For directors, the need is likely nuanced: Safeguard organizational resilience in the face of disruption while also providing oversight geared toward sustainable, strategic growth. In the past, risk mitigation and expansion activities seemed more compartmentalized as separate and distinct activities. Today’s economic environment may call for a more integrated approach— one where agility, foresight, and adaptability become vital capabilities for the board.

As global markets oscillate and regulations evolve, it can be challenging to navigate uncertainty while also leveraging it to drive transformation. Boards have a pivotal role in orchestrating this delicate balance. Effective oversight can help turn disruption from a challenge into a catalyst for creating lasting value.

Directors are tasked with interpreting the immediate effects of volatility on the enterprise while also anticipating how these factors are reshaping competition. In this environment, the board’s ability to contextualize risk and opportunity within broader interconnected frameworks can be a key differentiator for long-term growth.

READ MORE »

Page 1 of 6
1 2 3 4 5 6