– The Walt Disney Company has agreed to include three SEC shareholder proposals from anti-ESG proponents in its 2026 AGM materials after previously filing ‘no-action’ requests to exclude them. Disney’s AGM is scheduled for 18 March 2026 and will feature four proposals in total, with three backed by groups such as the National Center for Public Policy Research (NCPPR), National Legal and Policy Center (NLPC) and Bowyer Research.
The moves follow the SEC’s decision not to respond to no-action requests during the 2026 proxy season, leaving companies with greater risk of litigation if they try to block shareholder resolutions.
Disney has argued that NCPPR and Bowyer Research’s proposals do not comply with proxy rules and contain misleading statements, yet opted to include them to avoid legal exposure. The company made no such statement related to NLPC’s proposal.
– The FTC, led by chairman Andrew Ferguson, has issued warning letters to 42 major law firms over potentially anticompetitive employment practices tied to participation in the Mansfield Certification diversity program.
According to a release issued by FTC, the program, run by DEI consultancy Diversity Lab, encourages firms to adopt shared diversity hiring and promotion standards and involves regular meetings among participating firms.
In the January 30 letters, the FTC warned that coordination on candidate pool composition and shared sensitive information about pay and benefits could violate federal antitrust laws, including the Sherman Act, by disturbing competition in the legal labor market. The agency stressed that agreements based on personal characteristics such as race or sex, even when well-intentioned, risk limiting independent decision-making among competing employers.
– The Delaware Supreme Court has delivered a win for Tesla by reducing legal fees the company must pay in a shareholder lawsuit over excessive director compensation.
According to Reuters (paywall), the court cut the award to plaintiffs’ lawyers from $176.1 mn to $70.9 mn, finding the lower court had overstated the value of the benefits at issue by including the intrinsic value of stock options that directors agreed to return.
The lawsuit, brought by a Detroit pension fund on behalf of Tesla shareholders, challenged pay received by board members, including chair Robyn Denholm and director James Murdoch, which resulted in directors agreeing to return roughly $277 mn in cash and stock.
The Supreme Court left the underlying settlement intact but warned that it has concern over growing attorney fee awards in complex corporate litigation.
– BP is facing fresh pressure from climate-focused investors, Australasian Centre for Corporate Responsibility (ACCR) and pension funds over its recent increase in spending on oil and gas development.
According to The Financial Times (paywall), shareholders are shifting tactics by seeking greater transparency and accountability regarding BP’s strategy in expanding upstream operations. ACCR, other activist groups and institutional investors are pushing BP to detail how its capital allocation aligns with long-term climate commitments and investor expectations on decarbonization.
The pressure campaign follows investor frustration with what they see as insufficient progress on climate-related goals, including emissions reductions and transitioning toward cleaner energy sources. Critics argue that BP’s current approach could expose shareholders to financial and reputational risks amid global efforts to limit carbon output.
– A US federal judge has ruled that a 2021 Texas law targeting companies for adopting ESG practices is unconstitutional, as reported by Reuters.
The statute, known as Senate Bill 13, prevented the state from investing in or contracting with firms accused of ‘boycotting’ the fossil fuel industry, a provision that critics said pressured financial institutions to retreat from climate-focused strategies.
In a decision released February 5, US District Judge Alan Albright found the law violated the First Amendment, describing it as ‘facially overbroad’ and unconstitutionally vague because it could penalize companies for engaging in protected speech or association. He also noted the law had already resulted in discriminatory enforcement.
The law was challenged by the American Sustainable Business Council, which argued it codified viewpoint-based discrimination. Texas officials, including the comptroller, have confirmed plans to appeal the decision.
– The board of Italian tire maker Pirelli & C has rejected a proposal by its largest shareholder, China’s Sinochem Group, to spin off the company’s ‘cyber tire’ unit, a move that had been suggested as a way to resolve an ongoing governance dispute.
As reported by Bloomberg (paywall), the board voted nine to five against the spin-off plan, with directors appointed by Sinochem dissenting, indicating a rift between the company’s management and its major investor.
CEO Andrea Casaluci and the board argued that separating the business unit would undermine Pirelli’s integrated operating model, weaken access to key technology and patents as well as reduce the firm’s competitive and innovative edge. They argue the business should remain fully aligned with the core tire operations to preserve synergies and for better strategic alignment.
The news comes amid broader tensions over the company’s governance and expansion strategy, including concerns that Sinochem’s role could complicate Pirelli’s growth in markets like the US.
This article was corrected on February 11th to make it clear that while Disney argued that NCPPR and Bowyer Research’s proposals didnot comply with proxy rules and contained misleading statements, no such argument was made against NLPC’s proposal.