Monthly Archives: November 2025

Navigating Shareholder Engagement and Shareholder Activism: Essentials and Best Practices

Posted by Larry Sonsini and Doug Schnell, Wilson Sonsini Goodrich & Rosati, on
Tuesday, November 18, 2025
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Larry Sonsini and Doug Schnell are Partners at Wilson Sonsini Goodrich & Rosati. This post is based on their WSGR memorandum.

Engaging with shareholders and responding to shareholder activism continue to be top-of-mind for public companies. These situations present opportunities for management teams and boards of directors to work together to communicate the company’s strategy and reinforce the ways in which the company is positioned for lasting success. Our experience helping numerous clients engage with and respond to their shareholders has given us insight on the practices that stand out as the most effective.

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Financing Climate Change Adaptation: Turning Risk into Resilience

Posted by Subodh Mishra, ISS STOXX, on
Monday, November 17, 2025
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Subodh Mishra is the Global Head of Communications at ISS STOXX. This post is based on an ISS-Corporate memorandum by Camille Roux, Associate Vice President for Sustainable Finance Research at ISS-Corporate.

Adaptation finance is accelerating, with corporate issuers and new taxonomies reshaping how climate resilience is funded amid global volatility.

The emergence of adaptation bonds, along with a growing emphasis on adaptation within sustainable finance taxonomies, reflects increasing market recognition of the importance of business resilience to climate change. This shift is backed by compelling data: according to the Environmental Finance database, the number of bonds with a climate change adaptation (CCA) category rose from just 39 in 2017 to 601 in 2024, more than a fourteen-fold increase. Issuance volumes surged from €23 billion to nearly €268 billion, underscoring the growing financial commitment to climate resilience.

Anchored in Articles 2 and 7 of the Paris Agreement, adaptation finance [1] is positioned not only as a tool for climate resilience but also as a lever for sustainable development and poverty eradication. Supporting this view, recent research from the World Resources Institute shows that every dollar invested in adaptation and resilience yields over ten dollars in long-term benefits, ranging from avoided losses and economic gains to broader social and environmental impacts [2].  This underscores the strategic and economic imperative of scaling adaptation finance.

ISS-Corporate analyzed the evolution of climate change adaptation financing through its Sustainable Bond Rating database, which comprises 1,634 outstanding green, social, and sustainability bonds (i.e. bonds that have been issued and remain active in the market until maturity or repayment) between 2017 and April 2025. The database is built on post-issuance data. This insight piece examines how adaptation finance is gaining momentum, including the sectors and instruments driving this growth shift, and the challenges that remain. It also highlights emerging trends and expectations for the future of adaptation finance.

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A New Era in Antitrust

Posted by Dan Scorpio (H/Advisors Abernathy), Ashley Callen (Jenner & Block), and Tim FitzSimons (King & Spalding), on
Monday, November 17, 2025
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Dan Scorpio is the Head of the M&A Practice at H/Advisors Abernathy, Ashley Callen is a Partner and Co-Chair of the Congressional Investigations Practice at Jenner & Block, and Tim FitzSimons is a Partner in King & Spalding’s Corporate Practice. This post is based on a client memorandum by Mr. Scorpio, Ms. Callen, Mr. FitzSimons, and Mike Hotra.

The era of big M&A antitrust enforcement is over. Or is it?

Amid a resurgent M&A environment for large transactions, those valued at $10 billion and greater, much ink has been spilled about a perceived shift in the regulatory landscape away from the Biden Administration’s approach to M&A review. In recent months, we have seen shorter timelines to closing, a return of remedies to the government’s approval toolkit and a more permissive environment overall. In addition, Congress trusts this FTC.

But a more relaxed regulatory environment has not been universal. Heading into 2025, most dealmakers and corporate leaders did not anticipate that agency review of deals would be hung up by social or workplace culture issues, the federal government would reassert an active industrial policy through tariffs and by undertaking a concerted effort to become a large investor in U.S. public companies through golden shares and other mechanisms.

To sort through these topics, we provided the below recommendations as fellow panelists at the 45th Annual Ray Garrett Jr. Corporate & Securities Law Institute. These are high-level guidelines and insights to assist companies navigating the current M&A landscape, including Congress’ scrutiny of this area. READ MORE »

Shareholder Proposal Guide: A Playbook for CHROs and Total Rewards

Posted by Ani Huang and Rich Floersch, CHRO Association, on
Sunday, November 16, 2025
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Ani Huang is President and Rich Floersch is Senior Strategic Advisor at CHRO Association. This post is based on their CHRO memorandum.

In today’s corporate governance landscape, shareholder proposals are a powerful tool for investors to influence company strategies. Increasingly, they intersect with human capital management, executive compensation, and ESG issues. For CHROs and Total Rewards executives, this means proposals often touch directly on pay equity, DEI (for and against), workforce benefits, labor management and severance, among other HR issues.

This guide provides a step-by-step framework to assess, respond to, and manage shareholder proposals, ensuring alignment with business goals, employee interests, and stakeholder expectations.

Central to success is proactive, cross-functional collaboration across HR, Legal, Investor Relations (IR), and the Board of Directors. A point person should be identified within the company to lead the process (e.g. Legal or Governance leader). By understanding proponent motivations, engaging constructively, and leveraging regulatory tools thoughtfully, HR and Legal leaders can mitigate risks, build trust, and turn challenges into opportunities for enhanced governance and reputation.

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Securities Law Update

Posted by Amanda Rose, David Bell, and Ran Ben-Tzur, Fenwick & West LLP, on
Saturday, November 15, 2025
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Amanda Rose, David Bell, and Ran Ben-Tzur are Partners at Fenwick & West LLP. This post is based on a Fenwick memorandum by Ms. Rose, Mr. Bell, Mr. Ben-Tzur, and Wendy Grasso.

Welcome to the latest edition of Fenwick’s Securities Law Update. This issue contains updates and important reminders on:

  • Risk Factor and Management’s Discussion and Analysis considerations for upcoming Form 10-Q filings
  • SEC relief for automatically effective registration statements during the government shutdown
  • The future of shareholder precatory proposals
  • The Texas Stock Exchange receiving SEC approval to operate as a national securities exchange
  • Other matters of interest including enhancements to Glass Lewis business model, ISS request for comments on voting policy, California climate disclosure laws, ExxonMobil retail voting program, and scrutiny of ESG-influenced investing by ERISA plans

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Dayforce Shareholders Say “Merger Price is Right” in Stinging Rebuke of T. Rowe Opposition Campaign

Posted by Ed Herlihy, Wachtell, Lipton, Rosen & Katz, on
Friday, November 14, 2025
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Ed Herlihy is a Partner at Wachtell, Lipton, Rosen & Katz. This post is based on a Wachtell Lipton memorandum by Mr. Herlihy and Brandon Price.

Earlier today, Dayforce shareholders overwhelmingly approved the $12.3 billion all-cash acquisition of the company by Thoma Bravo in a resounding rejection of an attempt to block the transaction by T. Rowe Price Associates (T. Rowe), the company’s largest shareholder with 15.5% ownership. Preliminary votes show that approximately 88.4% of votes cast, representing 79% of the outstanding voting power, voted in favor of the transaction, with virtually every shareholder other than T. Rowe voting in favor of the merger.

On August 21, 2025, Dayforce, a global human capital management (HCM) software company providing HR, payroll, tax and other workplace solutions, announced that it had entered into a definitive agreement to be acquired by Thoma Bravo in the largest standalone enterprise software deal ever led by a private equity firm. The $70 all-cash merger consideration represented a 32% premium to the unaffected share price. Two weeks after the deal announcement and prior to the proxy statement being filed, T. Rowe sent a scathing letter addressed to the independent directors of Dayforce criticizing the transaction as an opportunistic transfer of value from public-market investors to private investors and made a number of unfounded and incorrect statements about the transaction process. A few weeks later, in an unusually aggressive and hostile action, T. Rowe made a public 13D control filing and issued an open letter to Dayforce stockholders expressing its opposition to the merger and its plans to actively engage in discussions with other shareholders to persuade them to vote against the merger. It called the deal value “underwhelming” and stated that the stock had been “pressured by misplaced short-term pessimism on the sector as a whole and investor focus on metrics that are not reflected of the underlying strength in the business.” The letter itself was notably toned down from the initial private letter and contained no criticisms of the transaction process, with the record having been set straight by Dayforce in its proxy statement and in a meeting between T. Rowe and representatives of the Dayforce board following receipt of the first letter.

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Weekly Roundup: November 7-13, 2025

Posted by the Harvard Law School Forum on Corporate Governance, on
Friday, November 14, 2025

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This roundup contains a collection of the posts published on the Forum during the week of November 7-13, 2025

2025 Annual Stewardship Report

Posted by Kristin Drake, Dimensional Fund Advisors, on Friday, November 7, 2025
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Recent Updates on Section 220 Demands: What Changed, What Hasn’t, and How to Respond

Posted by Michael Holmes, Jeffrey Crough, and Meredith Lyons, Vinson & Elkins, on Saturday, November 8, 2025
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Nasdaq Proposes Stricter Initial and Continued Listing Standards

Posted by Neel Maitra, Anna Tomczyk, and Nicholas Chionchio, Dechert LLP, on Sunday, November 9, 2025
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2025 Corporate Governance & Incentive Design Survey

Posted by Tyler Papineau and Mark Riley, Meridian Compensation Partners, on Monday, November 10, 2025
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Incentive Compensation and Cybersecurity: What’s the Connection?

Posted by Phil Yores, WTW, on Monday, November 10, 2025
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SEC Changes Course on Mandatory Arbitration Provisions

Posted by Tejal Shah, Brian French, and Peter Adams, Cooley LLP, on Tuesday, November 11, 2025
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Preparing for an Evolving Shareholder Proposal Landscape

Posted by Randi Lesnick, Ferrell Keel and Joel May, Jones Day, on Tuesday, November 11, 2025
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Activision II’s New Lessons and Important Reminders for Boards When Selling the Company

Posted by Gail Weinstein, Philip Richter, and Steven Epstein, Fried Frank, on Wednesday, November 12, 2025
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How Companies Are Reframing Climate Communication in 2025

Posted by Miriam Wrobel and Jackie Spryshak, FTI Consulting, on Wednesday, November 12, 2025
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ISS-Proposed 2026 Benchmark Policy Changes

Posted by Alessandra Murata, Michael Bergmann, and Michael Mencher, Cooley LLP, on Thursday, November 13, 2025
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Complaint Challenging Texas Senate Bill 2337

Posted by Josh Zinner and Timothy Smith, Interfaith Center on Corporate Responsibility, on Thursday, November 13, 2025
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Complaint Challenging Texas Senate Bill 2337

Posted by Josh Zinner and Timothy Smith, Interfaith Center on Corporate Responsibility, on
Thursday, November 13, 2025
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Josh Zinner is the CEO, and Timothy Smith is the Senior Policy Advisor at the Interfaith Center on Corporate Responsibility (ICCR). This post is based on a complaint filed by ICCR, United Church Funds, and Ceres.

The Interfaith Center on Corporate Responsibility, United Church Funds, and Ceres – represented by Democracy Forward – have filed a federal lawsuit challenging Texas SB 2337. The suit alleges that the law, which restricts investor access to expert advice and penalizes consideration of environmental, social, and governance (ESG) factors, violates the First Amendment. It also contends that the law’s broad language may have a chilling effect on the investor community and related organizations.

COMPLAINT

1. Plaintiffs challenge a recently enacted Texas law, Senate Bill 2337 (“SB 2337” or the “Act”), which unconstitutionally chills shareholder advocacy, including research and analysis, that seeks to influence corporate behavior toward long-term value. For two of the three plaintiffs, SB 2337 also chills speech about value-based investing, including investing based on their religious beliefs.

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ISS-Proposed 2026 Benchmark Policy Changes

Posted by Alessandra Murata, Michael Bergmann, and Michael Mencher, Cooley LLP, on
Thursday, November 13, 2025
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Alessandra Murata and Michael Bergmann are Partners, and Michael Mencher is Special Counsel at Cooley LLP. This post is based on a Cooley memorandum by Ms. Murata, Mr. Bergmann, Mr. Mencher, Beth Sasfai, Brad Goldberg, and Vince Flynn.

ISS Governance announced commencement of the public comment period on its proposed benchmark policy changes for 2026. This solicitation of comments follows ISS’ September release of results from its 2025 Global Benchmark Policy Survey in which, as it does every year, ISS sought input from institutional investors, companies and other market constituents regarding potential areas for change. ISS expects to announce its actual benchmark policy changes before the end of November 2025.

The comment period will remain open through 5:00 pm ET on November 11, 2025, so time is of the essence. The final updated policies will generally apply to shareholder meetings taking place on or after February 1, 2026.

Changes are proposed worldwide; the proposed changes for the US are summarized below. As is typical, ISS’ proposed changes focus on corporate governance matters but, in a somewhat unusual development this year, the bulk of the items for the US relate to director and executive compensation matters. This development is particularly noteworthy given ISS’ relative lack of emphasis on compensation matters in recent years, including 2024, when ISS provided no compensation-related policy updates.

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How Companies Are Reframing Climate Communication in 2025

Posted by Miriam Wrobel and Jackie Spryshak, FTI Consulting, on
Wednesday, November 12, 2025
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Miriam Wrobel is a Senior Managing Director, and Jackie Spryshak is a Senior Consultant at FTI Consulting. This post is based on their FTI Consulting memorandum.

Despite the shifting landscape of climate action in recent months — including significant reversals in federal climate policy and increased regulatory scrutiny of ESG collaborations — companies are not abandoning their climate strategies but instead changing how they communicate their initiatives.

This year’s Climate Week NYC reflected a pivotal shift in how companies are approaching sustainability and climate communication. Across discussions with business leaders, policymakers and investors, one theme stood out: the corporate climate conversation is evolving from aspiration to action.

FTI Consulting’s Strategic Communications experts were on the ground throughout the week and observed the importance of effective communication in bridging climate and business strategies. Successful companies are using strategic and compelling narrative-building to demonstrate real impact, build stakeholder trust, address regulatory requirements and drive long-term growth.

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