– At a Texas A&M corporate law symposium, SEC chairman Paul Atkins outlined his vision for revitalizing US capital markets and modernizing federal securities regulation.
Speaking at the Federal Reserve Bank of Dallas, Atkins emphasized the importance of state competition in corporate law, noting Texas’s recent legislative reforms aimed at deterring ‘abusive litigation’ and enhancing shareholder protections as potential alternatives to Delaware’s long-standing dominance. He argued that such state-level legal innovation can attract companies seeking less politicized governance frameworks.
During the speech, Atkins also said the SEC is considering reducing the number of executives subject to detailed compensation disclosures, arguing that reporting beyond the chief executive and a small core group may impose unnecessary costs without delivering clear investor benefit. He also floated changes to complex ‘pay-vs.-performance’ rules and suggested modernizing how executive perks like security are treated in filings, reflecting a view that some current requirements have become outdated or burdensome.
– Four New York City public pension funds have sued AT&T in Manhattan federal court for unlawfully excluding a shareholder proposal on workforce diversity from the company’s 2026 proxy materials, as reported by Reuters (paywall).
The complaint, filed February 17, alleges that AT&T improperly blocked a proposal that would have required the telecom giant to disclose the racial, ethnic and gender composition of its workforce, information it previously reported to the US Equal Employment Opportunity Commission and shared publicly from 2021 through 2023 before abruptly stopping in 2024.
AT&T justified its exclusion by citing a recent SEC policy change, which allows companies to omit proposals if they assert a ‘reasonable basis’ for doing so. The pension funds argue that the SEC rule does not permit such exclusion and that omitting the proposal inflicts ‘irreparable’ harm on shareholders. They are seeking a court order to prevent AT&T from soliciting proxies that omit the diversity disclosure vote.
– California Attorney General Rob Bonta has appealed a federal judge’s ruling that he is not immune from a defamation lawsuit brought by ExxonMobil over public statements he made questioning the company’s claims about advanced plastics recycling.
According to Bloomberg Law (paywall), a Texas federal judge denied Bonta’s bid for official-immunity protection, finding that some alleged statements, including one sent in an email to Texas residents, may fall outside the scope of his official duties and could be defamatory under state law.
Exxon alleges Bonta made false claims that the company lied about the effectiveness and honesty of its recycling technology and the judge ruled the case can proceed. Bonta’s appeal seeks to overturn the decision, arguing his actions were part of his role as the state’s chief law enforcement officer.
– The Nathan Cummings Foundation (NCF) has filed a lawsuit against Axon Enterprise in the US District Court for the District of Columbia to stop the company from excluding a shareholder proposal on political spending transparency from its 2026 proxy materials.
According to a release from NCF, the complaint argues that Axon’s decision to bar the proposal infringes on long-standing shareholder rights and comes amid wider uncertainty following the SEC’s recent decision to largely withdraw from the ‘no-action’ review process for proxy season.
NCF’s proposal would require Axon to publish a report explaining how it determines and discloses its political contributions, including direct and indirect spending and criteria for support of candidates or public policy campaigns. The foundation argues Axon wrongly labeled the proposal as ‘micromanagement’ and seeks an expedited injunction to ensure the issue appears in the company’s proxy statement.
– Shareholders have filed a lawsuit against top BlackRock executives, accusing them of colluding with outside groups to boost their ESG agenda at the expense of investor interests.
As reported by Reuters, the complaint alleges that BlackRock leaders, including CEO Larry Fink and head of active equities Rick Rieder, engaged in coordinated efforts with advocacy groups to influence corporate policies on climate change and ESG matters. Plaintiffs claim this pursuit went beyond fiduciary duties and instead prioritized social goals over financial returns.
Further, the suit suggests that executives’ participation in public and private forums with outside ESG proponents helped shape investment decisions and proxy voting in ways that allegedly diminished shareholder value. It seeks unspecified monetary damages and changes to governance practices.
– Activist investor Elliott Investment Management has quietly built a more than 10 percent stake in Norwegian Cruise Line Holdings, marking a major escalation in pressure on the struggling cruise operator to overhaul its strategy and management.
As reported by The Wall Street Journal (paywall), the stake makes Elliott one of the company’s largest shareholders and sets the stage for a potential activist campaign aimed at narrowing the performance gap with industry peers. Norwegian’s stock has lagged rivals like Royal Caribbean and Carnival with shareholders reacting positively on news of Elliott’s stake in the business.
Elliott has reportedly sent a letter and presentation to Norwegian’s board outlining its concerns and proposals, including potential board changes and operational reforms to unlock shareholder value. The investor is also said to be working with former Royal Caribbean executive Adam Goldstein as a potential board nominee.