Yearly Archives: 2025

Reinforcing Ethics and Oversight in Corporate Governance: Essentials for Public Companies

Amy Schuh and Leland Benton are Partners at Morgan Lewis & Bockius LLP. This post is based on their Morgan Lewis memorandum.

In an environment where public scrutiny is high and enforcement expectations are rising, investing in strong corporate ethics and oversight frameworks has become a strategic necessity for public companies. Effective compliance programs are no longer merely regulatory check-the-box exercises. They are essential tools for managing risk, safeguarding reputation, and meeting the expectations of regulators, investors, and other stakeholders.

In this Insight, we explore core elements of ethical governance for public companies, focusing on compliance programs, oversight and governance, codes of ethics, reporting mechanisms, investigations, and the nuanced landscape of code waivers and disclosures.

READ MORE »

Weekly Roundup: August 15-21, 2025


More from:

This roundup contains a collection of the posts published on the Forum during the week of August 15-21, 2025

Retail Access to Private Markets


Ahead of the Curve: Factoring the Cost of Carbon into Long-Term Decision-Making


Corporate Support for DEI Continues Among Investors and Companies



Common Ownership Around the World


Shareholder Engagement Considerations in Light of Texas v. Blackrock


2025 Proxy Season Review: Rule 14a-8 Shareholder Proposals


Women in Charge: Evidence from Hospitals


Activists Find Winning Strategy in Surprise First Half


Delaware Rulings on M&A Indemnification Provisions Stress the Need for Careful Drafting


DEI in Transition: 2025 Corporate Diversity Disclosure Trends


ISS and Glass Lewis Launch Annual Global Policy Surveys Signaling 2026 Changes


Q2 2025 Gender Diversity Index


Q2 2025 Gender Diversity Index

Joyce Chen is an Associate Editor at Equilar, Inc. This post is based on her Equilar memorandum.

Gender diversity on corporate boards showed signs of stagnation in the second quarter of 2025. The latest Equilar Gender Diversity Index (GDI) sits at 0.60, where 1.0 represents gender parity between men and women across Russell 3000 boards. This marks only a slight change from Q4 2023, when the GDI measured 0.59. Other than a brief increase to 0.61 last quarter, the needle has held steady at 0.60 since Q1 2024.

READ MORE »

ISS and Glass Lewis Launch Annual Global Policy Surveys Signaling 2026 Changes

Lyuba Goltser and Kaitlin Descovich are Partners, and Allie Williams is an Associate at Weil, Gotshal & Manges LLP. This post is based on their Weil memorandum.

Institutional Shareholder Services (ISS) and Glass Lewis have launched their annual policy surveys (available here and here) to help inform potential changes to their voting policies in advance of the 2026 proxy season. The surveys address, among other topics, shareholder rights, shareholder proposals, governance and risk oversight, diversity, and executive and director compensation. Survey questions of interest that are relevant to U.S. companies and investors are summarized below.

ISS survey responses are due by August 22, 2025, at 5 p.m. and Glass Lewis Survey responses are due on September 15, 2025, at 8 p.m. (both times Eastern). More information on the policy development processes of ISS and Glass Lewis are available here and here.

READ MORE »

DEI in Transition: 2025 Corporate Diversity Disclosure Trends

Matteo Tonello is the Head of Benchmarking and Analytics at The Conference Board, Inc. This post is based on a Conference Board/ESGAUGE report by Andrew Jones, Principal Researcher, ESG Center, and Ariane Marchis-Mouren, Senior Researcher, Governance & Sustainability Center, The Conference Board.

This report draws on recent disclosure data to examine how US public companies are recalibrating public reporting on diversity, equity & inclusion (DEI)—focusing on shifts in language, workforce and board demographic disclosures, board oversight structures, and executive compensation practices.

Trusted Insights for What’s Ahead®

  • Corporate public DEI messaging and communications are undergoing a legal- and risk-driven reframing in 2025, with companies reducing the visibility of DEI language while selectively preserving or embedding related goals in ways that are more cautious, controlled, and defensible.
  • Companies are taking a more cautious approach to workforce demographic disclosures, with a significant proportion narrowing their reporting on women in management and overall workforce diversity while maintaining internal tracking and data collection.
  • So far in 2025, board demographic diversity disclosures have plummeted—particularly on gender and race—driven by legal rulings, softened investor expectations, and rising litigation risk; by contrast, more companies are disclosing formal board committee oversight of DEI, reflecting a shift toward embedding DEI into internal governance to manage risk and enhance legal defensibility.
  • Disclosure of DEI-linked executive pay incentives declined sharply in 2025 amid legal and reputational concerns, although some firms appear to be reframing incentives around broader human capital priorities such as talent development and employee engagement.

READ MORE »

Delaware Rulings on M&A Indemnification Provisions Stress the Need for Careful Drafting

Edward B. Micheletti is a Partner, and Nick G. Borelli and Jonathan F. Garcia are Associates at Skadden, Arps, Slate, Meagher & Flom LLP. This post is based on their Skadden memorandum, and is part of the Delaware law series; links to other posts in the series are available here.

Delaware courts are frequently called upon to interpret indemnification provisions linked to representations and warranties, which serve as potential remedies for losses, dictating when and how one party must make whole the other. Transaction parties often heavily negotiate indemnification provisions because they are valuable mechanisms for allocating risks and transaction costs.

Three recent Delaware opinions underscore the importance of (i) defining the scope of indemnification to avoid ambiguity, (ii) signaling when compliance with a provision is material and (iii) determining how to calculate damages.

READ MORE »

Activists Find Winning Strategy in Surprise First Half

Jason Booth is an Editorial Manager at Diligent Market Intelligence. This post is based on a Diligent memorandum by Mr. Booth, Josh Black, and Antoinette Giblin.

U.S.-based activists in particular achieved an uptick in success rates amid the turbulence sparked by U.S. President Donald Trump’s trade war and policy shift, with many adopting new tactics and advancing stronger director candidates to achieve their desired objectives.

While the volume of seats gained by activists globally saw an 11% decline in the first half of 2025, activists operating in the U.S. won 112 board seats, up from 101 in the same period in 2024, making it the most successful start to a year for board gains since 2022. Out of the 91-board representation demands advanced at U.S.-based targets in the first half of the year, activists secured at least one seat in 64 cases, or roughly 70% of the time. That compares with a 53% success rate at securing at least one seat over the same period in 2024 when there were 118 board representation demands. Globally, the success rate for activists winning at least one board seat was 55% in the first half of 2025.

Although the volume of U.S.-focused board representation demands fell by almost 23% in the first half when compared to the same period last year, many industry experts told DMI that those that did advance were of high quality and delivered with conviction.

“The activists are getting better,” said Jim Rossman, global head of shareholder advisory at Barclays. “The quality of who they’re nominating and the strategy with which they nominate has become better and more sophisticated.”

READ MORE »

Women in Charge: Evidence from Hospitals

Katharina Lewellen is a Professor of Finance at the Tuck School of Business at Dartmouth. This post is based on her recently published article in the Journal of Finance.

While women continue to be underrepresented in executive leadership, the U.S. hospital sector offers a rare opportunity to study a sizable number of female CEOs in a relatively homogeneous, data-rich setting. In this paper, I examine the decision-making, compensation, and turnover of nearly 4,400 hospital CEOs (819 of them women) over a 19-year period, using financial, operational, and governance data from nonprofit hospitals.

Contrary to prior research suggesting that women exhibit more risk aversion or altruistic preferences, I find no systematic differences in the corporate policies or decision-making of male and female hospital CEOs. There is no evidence that female CEOs match with hospitals that pursue more conservative investment or financing strategies, serve poorer communities, or devote more resources to charity care. Furthermore, female and male CEOs responded similarly to the 2008 financial crisis across multiple dimensions, including investment and employment—suggesting that gender does not influence strategic responses to financial shocks.

In contrast to the similarity in decision-making, compensation and turnover outcomes differ starkly by gender. Female hospital CEOs earn 32% less than their male counterparts on an unconditional basis. Controlling for hospital size, fixed effects, and CEO characteristics, the gap narrows but remains statistically significant at 7.8%. More strikingly, pay-for-performance sensitivity is flatter for women—CEO pay increases by 15% for male CEOs in the top quintile of financial performance, compared to 5.3% for female CEOs. Meanwhile, turnover-performance sensitivity is higher for women: female CEOs are substantially more likely to be replaced following periods of poor performance.

These asymmetric outcomes are consistent with theories of CEO labor markets in which boards—or the constituencies they represent—perceive women as less skilled or productive. Consequently, boards pay female CEOs less, give them weaker incentives, and dismiss them more readily. Yet, hospital performance metrics—financial and nonfinancial—are not significantly different under male and female leadership. READ MORE »

2025 Proxy Season Review: Rule 14a-8 Shareholder Proposals

H. Rodgin Cohen is a Senior Chair, and June Hu is a Special Counsel at Sullivan & Cromwell LLP. This post is based on a Sullivan & Cromwell memorandum by Mr. Cohen, Ms. Hu, Melissa Sawyer, Marc Treviño, and Arman Smigielski.

OVERVIEW

The 2025 proxy season unfurled against a rapidly shifting political and regulatory backdrop. The dizzying pace of developments from courts, as well as lawmakers, regulators, and other political actors, resulted in an unpredictable and volatile proxy season for companies, investors, proxy advisors and other stakeholders. Broadly speaking, for H1 2025 annual meetings, companies (1) received shareholder proposals during the period between the presidential election and inauguration, (2) explored no-action relief as the SEC was revising its Rule 14a-8 guidance to increase the availability of exclusionary relief (see Section D) and (3) received proxy advisor recommendations and shareholder votes after the Trump administration issued Executive Orders and took other measures on prevalent Rule 14a-8 topics, such as diversity, equity and inclusion (“DEI”).

Submitted Proposals. The number of submitted proposals declined for the first time since 2020, decreasing by 13% compared to H1 2024. Although environmental, social and political (“ESP”) proposals continued to represent the majority of submissions (57% vs. 62% in H1 2024), proposals on ESP topics decreased in H1 2025 while governance proposals increased, narrowing the gap between the categories.

READ MORE »

Shareholder Engagement Considerations in Light of Texas v. Blackrock

Helena Grannis, Joseph Kay, and Shuangjun Wang are Partners at Cleary Gottlieb Steen & Hamilton LLP. This post is based on their Cleary memorandum.

On Friday, the Court in Texas v. Blackrock issued an opinion largely denying defendants’ motion to dismiss, which allows a coalition of States to proceed with claims that BlackRock, State Street, and Vanguard conspired to violate the antitrust laws by pressuring publicly traded coal companies to reduce output in connection with the investment firms’ ESG commitments. The Court found that the States plausibly alleged that defendants coordinated with one another, relying on allegations that they joined climate initiatives, made parallel public commitments, engaged with management of the public coal companies, and aligned proxy voting on disclosure issues. It is worth noting that, while the court viewed BlackRock’s, State Street’s, and Vanguard’s participation in Climate Action 100+ and NZAM as increasing the plausibility of the claim in favor of denying the motion to dismiss, the Court clarified that it was not opining that the parties conspired at Climate Action 100+ or NZAM.

READ MORE »

Page 25 of 75
1 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 75