Glass Lewis, one of the two large proxy advisory firms to institutional investors, announced earlier this month that it would no longer employ standardized “benchmark” voting policies, but instead customize policies on a client-by-client basis. It explained the shift by citing “[r]apid advances in technology, especially AI, that are enabling highly customized approaches to voting,”
Public Companies
SEC Guidance on the Government Shutdown
By Louis Rambo, Nathan Schuur, Robert Sutton & Frank Zarb on
As of 12:01 am on October 1, 2025, congressionally appropriated funding lapsed for most operations of the United States government. Though the government has shut down, business continues, and market participants that need to interact with the Securities and Exchange Commission (the “SEC”) in order to complete a transaction may encounter delays. Below is a…
CARB Publishes Preliminary List of Companies in Scope of California Disclosure Laws
By Rachel Lowe & Aliza Cinamon on
The California Air Resources Board (CARB) published its preliminary list of companies that may be subject to California’s climate disclosure laws SB 253 (the Climate Corporate Data Accountability Act, which requires U.S.‑based entities doing business in California with over $1 billion in annual revenue to publicly disclose their Scope 1, 2 and 3 greenhouse gas…
Corp Fin Allows “Auto-Voting” for Retail Shareholders
By Louis Rambo, Frank Zarb & Simon J. Wood on
On September 15, 2025, the Staff of the Division of Corporation Finance of the Securities and Exchange Commission said that it will not recommend enforcement action if Exxon Mobil Corporation implements its proposed Retail Voting Program. See the no-action letter available here. Exxon’s proposed program would allow its retail shareholders to set standing voting…
SEC Releases Unsurprising But Ambitious Spring 2025 Regulatory Agenda
By Frank Zarb, Louis Rambo, John Mahon, Simon J. Wood & Sophia Coutavas on
- Crypto assets:
State Climate Disclosure Bills – A Growing Trend?
By Aliza Cinamon & Hilary Finkelstein on
With the uncertainty plaguing the ultimate status of the SEC’s climate disclosure rules on the federal level (we reported on the most recent developments in The SEC Votes to “End its Defense” of Climate Change Rules and SEC Asks Court to Put Climate Change Litigation on Hold), a number of U.S. states have continued…
The Recently-Announced U.S. Tariffs Followed By a 90-Day Pause: Frequently Asked Questions
By Frank Zarb on
These “frequently asked questions” explain tariffs at a basic level, the Administration’s recently-announced new tariffs, its announced a 90-day “pause” on certain of the new tariffs, and how the new tariffs will impact U.S. companies.
We start with the basics below, then address what we currently believe is happening and what the near-term future…
Proskauer Hedge Fund Trading Guide — Chapter 4: Stock Acquisitions: Key Requirements and Timing Considerations of Hart-Scott-Rodino
By John R. Ingrassia on
Proskauer’s Practical Guide to the Regulation of Hedge Fund Trading Activities offers a concise, easy-to-read overview of the trading issues and questions we commonly encounter when advising hedge funds and their managers. It is written not only for lawyers, but also for investment professionals, support staff and others interested in gaining a quick understanding of the recurring trading issues we tackle for clients, along with the solutions and analyses we have developed over our decades-long representation of hedge funds and their managers.
CSRD and CSDDD Officially Delayed, With Huge Majority of MEPs in Support
By John Verwey, Rachel Lowe, Sulaiman Malik & Michael Singh on
On 3 April 2025, the European Parliament voted to postpone the implementation dates for corporate sustainability due diligence and reporting requirements, as the first step in the European Commission’s “Omnibus” simplification package to reduce administrative requirements of companies and aimed to bolster the competitiveness of the European Union. With 531 votes for, 69 against and…
The SEC Votes to “End its Defense” of Climate Change Rules
By Frank Zarb & Louis Rambo on
As previously reported, SEC Asks Court to Put Climate Change Litigation on Hold, the SEC had asked the court to suspend litigation in the U.S. Court of Appeals for the 8th Circuit challenging its new climate change disclosure rules. Last week, the Commission announced that it had voted to “end” its defense of…