Monthly Archives: December 2025

California Climate Disclosure Law SB 261 Implementation Halted: Ninth Circuit Grants Injunction Pending Appeal

Posted by Stephanie Hurst, Paul de Bernier, and Dario Frommer, Mayer Brown, on
Wednesday, December 3, 2025
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Stephanie Hurst, Paul de Bernier, and Dario Frommer are Partners at Mayer Brown LLP. This post is based on a Mayer Brown memorandum by Ms. Hurst, Mr. de Bernier, Mr. Frommer, and McKaela Broitman.

We know our clients have been following California’s climate-disclosure laws closely – including the timing of effectiveness and the various legal challenges. This update relates to a new Ninth Circuit ruling that has effectively hit “pause” on one key pillar of California’s climate-disclosure package.

On November 18, 2025, the Ninth Circuit Court granted a partial injunction blocking enforcement of California’s climate-related financial risk disclosure law – SB 261. Notably, the green house gas emissions reporting law under SB 253 remains in effect, with CARB, in its most recent presentations to the public, proposing August 10, 2026 as the deadline for initial SB 253 disclosures.

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Beyond the First 100 Days Rhetoric: How to Ensure the Long-Term Success of New CEOs

Posted by Ty Wiggins, Russell Reynolds Associates, on
Tuesday, December 2, 2025
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Ty Wiggins is a Consultant at Russell Reynolds Associates. This post is based on a Russell Reynolds memorandum by Mr. Wiggins, Flávia Leão Fernandes, Marie-Osmonde Le Roy de Lanauze-Molines, and Andrew White.

Few ideas in leadership transitions carry as much weight as the “First 100 Days.” Boards expect quick wins. Investors look for visible signals of confidence. Employees want immediate clarity on direction. The first 100 days have become a near-mythical window for proving a leader’s legitimacy.

202 CEOs stepped down from the world’s largest public companies in 2024—up 9% since 2023.

Source: CEO Turnover Index, Russell Reynolds Associates

The problem is that this narrative, while powerful, is also overplayed. Early wins matter—but they do not alone secure a CEO’s success.

In fact, many of the challenges that determine a CEO’s long-term success don’t surface until well beyond the first 100 days: entrenched cultural resistance, stakeholder misalignment, strategy execution gaps, or the simple fatigue that follows the intensity of the early sprint. So, while a strong first impression is important, it can mask deeper vulnerabilities if it becomes the sole yardstick of success.

For boards and CHROs, the task is to shift the lens. The real test of CEO effectiveness lies not just in the opening months but in sustaining momentum through the first year and beyond.

Here, we explore why support during a CEO’s “First 100 Days” is not enough, and what CHROs can do to ensure new CEOs are supported for long-term impact.

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Back to Basics: Delaware’s Genius of Simplicity

Posted by Lori W. Will (Delaware Court of Chancery), on
Tuesday, December 2, 2025
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Lori W. Will is a Vice Chancellor of the Delaware Court of Chancery. This post is based on her recent article, forthcoming in the Journal of Corporation Law, and is part of the Delaware law series; links to other posts in the series are available here.

Adapted from Remarks at the Journal of Corporation Law’s 51st Annual Symposium

Delaware corporate law has endured for decades because of its simplicity.  In a recent keynote address at the Journal of Corporation Law’s annual symposium, I reflected on why, amid intensifying governance debates, we cannot lose our bearings.  We must resist the intellectual gravity that pulls us toward complexity and invites us to mistake it for rigor.

Delaware’s strength lies not in creating elaborate doctrine, but in maintaining a stable structure that empowers directors to lead, enables investors to rely on durable standards, and guides courts to remain faithful to their institutional role.  It is time to recenter on those enduring first principles.

The Fiduciary Promise

The fiduciary relationship is the centerpiece of Delaware law.  When stockholders invest in a corporation, they entrust their property to the stewardship of its directors and officers.  In return, those fiduciaries make a simple, powerful promise to be loyal and careful.  Loyalty demands an undivided allegiance to the corporation and its stockholders.  Care requires an informed and engaged process—not a guarantee of results.

We do not expect directors to be infallible.  Nor do we hold them liable when well-intentioned decisions go wrong.  We ask—and presume—that they engage, deliberate, and exercise independent, good-faith judgment.

These duties point managers toward a clear purpose: promoting the corporation’s long-term value for its stockholders.  That clarity of purpose is not a limitation.  It ensures predictability, renders performance measurable, and makes duties enforceable.

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Annual State of Board Evaluations in the U.S 2025

Posted by Anthony Goodman (Korn Ferry), Christine Abbamonte (Korn Ferry), and Aaron Briggs (Gibson Dunn), on
Tuesday, December 2, 2025
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Anthony Goodman is a Partner and Christine Abbamonte is a Principal at Korn Ferry, and Aaron Briggs is a Partner at Gibson, Dunn & Crutcher LLP. This post is based on a Korn Ferry and Gibson Dunn memorandum by Mr. Goodman, Ms. Abbamonte, Mr. Briggs, Sarah Oliva, Joe Griesedieck, and Lauren Assaf-Holmes.

INTRODUCTION

As in prior years, we collaborated with Gibson, Dunn & Crutcher LLP to analyze the board evaluation disclosures of S&P 500 companies as presented in their proxy statements.[1] This study represents one of the most comprehensive assessments of board evaluation practices in the United States.

Korn Ferry and Gibson Dunn have conducted research of similar scope for the past four years. Where relevant, this report includes year-over-year and three- or four-year comparisons to highlight shifts and developments in board evaluation practices.

New for this year:

  • We have analyzed the practices of the World’s Most Admired Companies[2] within the S&P 500 to identify how they differ from the rest of the companies in the index—with some surprising results.
  • We have included a survey of board evaluation practices in major markets around the world.

[3]

Notable Trends in Board Evaluation Practices – HIGHLIGHTS FROM 2025

Board evaluation disclosure among S&P 500 companies in 2025 reflected a range of developments. Some practices saw a notable growth in disclosure including three-tier evaluations,[4] varying the process year-to-year, and individual director assessments. In contrast, others, like reporting changes made following evaluations, declined.

Notably, the World’s Most Admired Companies in the S&P 500 are leading the way in several key areas, including greater transparency around evaluation methodology, broader use of third parties, and more detailed disclosure of evaluation topics.

WORLD’S MOST ADMIRED COMPANIES IN THE S&P 500 VS REST OF THE S&P 500

KORN FERRY COMMENT

Much of the 2025 data reveals a continued shift toward greater transparency and sophistication in board evaluation practices among S&P 500 companies. The increase in three-tier evaluations, greater disclosure around varying evaluation processes year-to-year, the rise in individual director evaluations, and the expanded use of third-party support reflect a governance landscape that is becoming more reflective, adaptive, and performance-focused.

This trend is especially evident among the World’s Most Admired Companies in the S&P 500. The boards of these companies are more likely to disclose detailed information about their evaluation processes, use multiple methods to gather feedback, engage thirdparty facilitators, and share the specific topics covered in their evaluation. However, while boards are increasingly investing in and reporting on the tools and processes used to assess performance, they offer limited insight into how those evaluations translate into action.

Board evaluation practices are only effective when they lead to action; assessment without follow-through does not result in improved governance. Without clear disclosure of post-evaluation outcomes, it becomes difficult for investors to gauge how committed boards truly are to enhancing governance quality.

See the rest of the report here.

1 In preparing this report, Korn Ferry collaborated with attorneys and summer associates from Gibson, Dunn & Crutcher LLP between June and September 2025 to design and conduct the analysis of S&P 500 board evaluation disclosures. (go back)

2 Korn Ferry partners with Fortune to determine the World’s Most Admired Companies ranking.(go back)

3 All percentages in this report represent percentages of the 485 disclosing companies, unless otherwise noted.(go back)

4 A three-tier evaluation assesses the board, the board committees, and individual board members. (go back)

2025 CPA-Zicklin Index Finds Strong Corporate Support for Robust Political Disclosure and Accountability

Posted by Dan Carroll, David Pahlic, and Bruce Freed, Center for Political Accountability, on
Monday, December 1, 2025
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Dan Carroll is the Vice President, David Pahlic is the Director, and Bruce Freed is the President at Center for Political Accountability. This post is based on the 2025 CPA-Zicklin Index.

The number of leading U.S. companies with the most robust policies for transparency and accountability around their political spending increased significantly from 103 in 2024 to 112 this year, according to the recently released 2025 CPA-Zicklin Index.

These public companies scoring 90 percent or above in the benchmarking study, designated Trendsetters, comprised more than 22 percent of all S&P 500 companies evaluated. This reflected a continuing trend “despite [companies] facing the greatest pressures of a lifetime,” in a period of turmoil and national division, the study said.

The 2025 CPA-Zicklin Index of Corporate Political Disclosure and Accountability, the annual benchmarking of the political disclosure and accountability policies of the Russell 1000, was released at an event at the Wharton School of the University of Pennsylvania. It is a joint effort of the Center for Political Accountability, a Washington, DC based non-profit, and The Wharton School’s Zicklin Center for Governance and Business Ethics.

For the first time, representatives of five major U.S. public companies – all of them Trendsetters – participated in the announcement event. From the telecommunications, payments technology, and utilities sectors, the companies in attendance were Visa Inc. (Index score of 100.0 percent); Comcast Corp. (94.3 percent); Consolidated Edison Inc. (100.0 percent); Sempra (100.0 percent); and FirstEnergy Corp. (94.3 percent). Each were awarded certificates for earning Trendsetter status; all other Trendsetter companies are receiving the recognition digitally.

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Board Practices and Composition in the Russell 3000 and S&P 500

Posted by Matteo Tonello, The Conference Board, Inc., on
Monday, December 1, 2025
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Matteo Tonello is the Head of Benchmarking and Analytics at The Conference Board, Inc. This post is based on a report developed by The Conference Board in partnership with ESGAUGE, KPMG, Russell Reynolds Associates, and the Weinberg Center for Corporate Governance at the University of Delaware and co-authored by Ariane Marchis-Mouren, Senior Researcher, Corporate Governance at The Conference Board, and Andrew Jones, Principal Researcher, Governance & Sustainability Center at The Conference Board.

This report examines how board composition and governance practices evolved in 2025 across US public companies in the Russell 3000 and S&P 500, drawing on longitudinal data from corporate filings and disclosures.

Trusted Insights for What’s Ahead® 

  • Most boards now operate with eight to 12 directors and three to four committees, balancing effective oversight with agility amid growing regulatory and technological demands.
  • Average director age continues to climb as boards favor experience and continuity; this trend strengthens institutional knowledge but may heighten long-term challenges around succession, refreshment, and leadership pipeline development.
  • Women now hold about one-third of US board seats—a record high—although momentum has slowed as turnover declines and some boards downplay demographic characteristics.
  • Board director demographic diversity reporting has contracted sharply, with racial and ethnic disclosure falling from 2024 peaks and complicating year-over-year benchmarking.
  • Boards are diversifying beyond traditional CEO backgrounds and adding expertise in technology, cybersecurity, human capital, and sustainability as oversight broadens from financial stewardship to further encompass strategic and risk governance.
  • Board turnover and election of new directors slowed in 2025, reflecting both a natural cyclical pause and companies’ tendency to favor stability in uncertain external conditions.
  • Board governance is evolving from rigid rules to flexible oversight: term limits remain rare, mandatory retirement ages are relaxing, and overboarding policies are standard but increasingly calibrated to balance capacity, experience, and accountability.

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