Yearly Archives: 2025

Active Stewardship Engagement Quarterly Report

Kübra Ergün is a Research Analyst, Cindy Blaney is a Lead Analyst, and Francis Opada is a Senior Analyst at Glass Lewis. This post is based on their Glass Lewis memorandum.

About ASE and the Quarterly Report

Investment stewardship is evolving and deepening globally, as asset owners and managers need to manage risks, meet their clients’ demands, and comply with expanding regulatory requirements and voluntary frameworks. Glass Lewis has developed and introduced a comprehensive suite of Stewardship Solutions, including our Active Stewardship Engagement (ASE) program, to better meet the needs of today’s investors. The Stewardship team, representing institutional investor clients subscribed to the ASE program, is dedicated to engaging with public companies to discuss the identified ESG issues and track performance toward addressing those issues. The team sets measurable objectives, shares them with a company it wants to engage, and diligently tracks progress. The team engages with companies through written communication and engagement meetings, ensuring accountability and transparency.

These ASE meetings are separate and distinct from meetings with the Glass Lewis Research team, the group responsible for producing Glass Lewis’ Proxy Paper research reports. The company-specific issues discussed in ASE meetings with companies are based on the needs and priorities of subscribing ASE clients. They may not necessarily overlap with Glass Lewis’ Research policies and guidelines, and Stewardship does not disclose ASE issues, meetings, or progress with the Research Team.

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Q3 2025 Gender Diversity Index

Joyce Chen is an Associate Editor at Equilar, Inc. This post is based on an Equilar memorandum by Ms. Chen, Jeremy Ho, and Grace Huang.

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.

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Is Delaware Different? New Empirical Evidence on Attorneys’ Fees in Stockholder Litigation

Stephen J. Choi is the Bernard Petrie Professor of Law and Business and Director of the Pollack Center at New York University School of Law, Jessica M. Erickson is the George E. Allen Chair in Law and Director of the Richmond Law & Business Forum at the University of Richmond School of Law, and A.C. Pritchard is the Frances and George Skestos Professor of Law at the University of Michigan Law School. This post is based on their recent paper, and is part of the Delaware law series; links to other posts in the series are available here.

Attorneys’ fees drive Delaware’s system of stockholder litigation. Delaware courts use fee awards to manage the incentives of its private enforcement regime. In recent years, however, several eye-catching awards—such as the $266.7 million fee in Dell Technologies and the $345 million fee in Tornetta v. Musk—have sparked renewed scrutiny, raising concerns from Delaware legislators that Delaware’s fee awards do not align with shareholder interests.

In our new article, Is Delaware Different? Stockholder Lawyering in the Court of Chancery, we ask: Are Delaware’s fee awards different—and if so, why?

We assemble a comprehensive dataset that includes all derivative and class actions involving public companies filed in the Delaware Court of Chancery between 2017 and 2022. We coded outcomes, recovery types, fees, lodestars, and granular characteristics of the allegations and procedural posture. We compare these Delaware cases to a large dataset of federal securities class actions that we collected covering more than 2,400 cases.

One finding stands out: a “Delaware premium.” Delaware awards significantly higher fees—especially higher multipliers—than comparable federal cases, even though the underlying litigation risk looks quite similar. We also find no evidence that Delaware’s fee awards systematically account for the risks attorneys bear or the results they achieve.

Delaware and Federal Cases Share Similar Litigation Profiles

Delaware courts have long resisted comparisons to federal securities class actions. When justifying high fee awards, the Court of Chancery has emphasized several features that purportedly distinguish Delaware stockholder cases, including the ability to identify high-quality cases, higher dismissal rates, and lower settlement prospects.

Our data suggest otherwise. READ MORE »

Striking the Balance: Managing Shareholder Engagement in 2025

Joel May, Kim Pustulka, and Amy Pandit are Partners at Jones Day. This post is based on a Jones Day memorandum by Mr. May, Ms. Pustulka, Ms. Pandit, Randi Lesnick, Ferrell Keel, and Ward Winslow.

In Short

The Situation: Shareholder engagement has become a continuous, proactive process, requiring active participation from both investors and companies. This year, companies and investors have changed both their expectations and practices relating to engagement due to SEC guidance that altered the parameters for passive investors who file beneficial ownership reports on Schedule 13G.

The Result: The SEC guidance compels passive investors to carefully assess their engagement activities to ensure they do not cross the line into influencing control. Companies, in turn, must be mindful of these constraints and adjust their shareholder outreach practices accordingly.

Looking Ahead: The last months of the year are a key time for engagement on investor priorities, company performance, and annual meeting outcomes. An understanding of the changes in engagement practices will help companies maximize their opportunities to address investor concerns and provide feedback before the start of the 2026 proxy season.

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2025 Sustainability Reporting: Global Trends in Framework Adoption

Subodh Mishra is the Global Head of Communications at ISS STOXX. This post is based on an ISS-Corporate memorandum by Kosmas Papadopoulos, Head of Sustainability Advisory for the Americas at ISS-Corporate.

Companies face shifting sustainability reporting standards in 2025, navigating global mandates, voluntary frameworks, and strategic choices in sustainability reporting.

The sustainability reporting landscape is at a pivotal moment in 2025. Companies across regions are navigating a complex mix of evolving standards, regulatory mandates, and investor expectations. Understanding framework adoption trends is critical because these choices shape how businesses communicate sustainability and climate management, while affecting comparability, credibility, and compliance.

This year marks several major developments:

  • Europe’s first year of ESRS implementation: The rollout of the European Sustainability Reporting Standards introduced detailed requirements, while an omnibus proposal to simplify the standards created uncertainty for preparers.
  • Jurisdictional adoption of IFRS S1 and S2: IFRS is gaining traction globally, with more than 30 jurisdictions moving toward mandatory reporting. IFRS S2 builds on Task Force on Climate-related Financial Disclosures (TCFD), effectively replacing it, while IFRS S1 incorporated SASB principles and industry-specific metrics.
  • Regional regulatory shifts: In the U.S., the SEC withdrew its climate disclosure rule after prolonged litigation, leaving no federal mandate in place. Meanwhile, California moved forward despite legal challenges, with mandatory climate reporting set to begin in January 2026. In Canada, IFRS-aligned standards (CSDS 1 and CSDS 2) are available for voluntary adoption, but mandatory implementation awaits regulatory action, with no major updates since the government change.

Against this backdrop, a question that often arises among corporates is: “What should we use for reporting now?” It is a good question – and one worth considering given the pace of change in sustainability standards.

This analysis looks at trends in the adoption of key frameworks – GRI, TCFD, and SASB – across major regions and explores what these patterns may signal for the future of sustainability reporting.

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Chancery Court Dismisses Derivative Challenge to The Trade Desk CEO’s Compensation Award for Lack of Demand Futility

Jaime A. Bartlett is a Partner and Madison J. Ferraro is a Managing Associate at Sidley Austin LLP. This post is based on their Sidley memorandum, and is part of the Delaware law series; links to other posts in the series are available here.

In re The Trade Desk, Inc. Derivative Litigation demonstrates the careful analysis the courts will engage in when conducting a Rule 23.1 demand futility challenge to assess both director independence and the likelihood of liability for the claims against the directors. This litigation was filed in 2022, and therefore was not impacted by the amendment of DGCL Section 144 earlier this year, which provided new procedural safe harbors for acts or transactions involving corporations and their directors, officers, controlling stockholders, and control groups. As a result, the court’s ruling and this post do not engage with the amended statute. Nevertheless, the court’s methodical analysis of director independence is informative of the factors that the Court of Chancery has found, and may continue to find, relevant to independence analyses. This ruling was affirmed on November 6, 2025 by the Supreme Court of Delaware on the basis of and for the reasons stated in the Memorandum of Opinion.

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Key Governance Considerations in PIPE Transactions

Uri Herzberg, Eric Juergens, and Gordon Moodie are Partners at Debevoise & Plimpton LLP. This post is based on a Debevoise memorandum by Mr. Herzberg, Mr. Juergens, Mr. Moodie, Christopher Anthony, and Amy Pereira.

Private investment in public equity (PIPE) transactions can be a fast and cost-effective way for companies to raise capital relative to other options—and can present an attractive investment opportunity for private equity funds. However, sponsor-backed PIPEs can raise a number of key governance issues that need to be carefully negotiated. The governance rights afforded to the sponsor typically reflect the anticipated length and nature of the relationship between the sponsor and the issuer, as well as the size of the sponsor’s investment in the issuer, and may implicate SEC regulations, stock exchange rules and state laws. Below are nine key governance issues that regularly arise in sponsor-backed PIPEs.

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Navigating Shareholder Engagement and Shareholder Activism: Essentials and Best Practices

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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Remarks by Commissioner Uyeda on the Diversification Deficit: Opening 401(k)s to Private Markets

Mark T. Uyeda is a Commissioner of the U.S. Securities and Exchange Commission. This post is based on his recent remarks. The views expressed in this post are those of Commissioner Uyeda and do not necessarily reflect those of the Securities and Exchange Commission or its staff.

Good morning and thank you for the invitation to speak with you today.[1] Historically, this conference has been focused on closed-end funds, but it has been since re-branded to include retail alternatives. Today, my remarks will focus on the future use of private investments as part of diversified portfolios in defined contribution plans.

Before we discuss the future, however, let us turn to the past. By the early 2000s, it was clear that there had been a sizable shift in how workers were to provide for their retirement needs. Previously, many could rely on Social Security and company-sponsored defined benefit pension plans. Now, individuals are increasingly dependent on participant-directed vehicles, such as 401(k) plans, which moved the burden of accumulating sufficient assets for retirement to them. Accordingly, individual Americans are responsible for constructing and managing their own retirement portfolios, which can be challenging.

In 2006, Congress made this task a bit easier by enacting the Pension Protection Act, which amended the Employee Retirement Income Security Act (ERISA).[2] One provision addressed the practice of many defined contribution plans at the time to automatically default participants into money market funds, stable value funds, and similar vehicles, should the participant not actively select an investment choice. While these types of investment options present little risk of capital loss, they will not provide returns over time sufficient to generate adequate retirement savings. Thus, Section 624(a) of the Pension Protection Act required the adoption of regulations to provide guidance on designating default investments with a mix of asset classes consistent with capital preservation or long-term capital appreciation, or a blend of both.

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Weekly Roundup: November 14-20, 2025


More from:

This roundup contains a collection of the posts published on the Forum during the week of November 14-20, 2025

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


Securities Law Update


Shareholder Proposal Guide: A Playbook for CHROs and Total Rewards


A New Era in Antitrust


Financing Climate Change Adaptation: Turning Risk into Resilience


Navigating Shareholder Engagement and Shareholder Activism: Essentials and Best Practices



Court of Chancery Confirms Common Law Standards for Actual Control Regarding Challenged Transactions



Silicon Valley and S&P 100: A Comparison of 2025 Proxy Season Results


Attorneys’ Fee Awards in Delaware: Some Much-Needed Data to Calm the Waters


The SEC, Delaware and the High Stakes for Investors on Advisory Shareholder Proposals


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