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‘Investors shut off until they could wrap their arms around it’: How SEC guidance triggered a new era of shareholder engagement
Elizabeth Bieber on how guidance on Regulation 13D-G – not new law – has sent shockwaves through the capital markets In a move that could reshape the landscape of investor rights and corporate liability, the SEC voted on September 17 to allow companies going public to include mandatory shareholder arbitration clauses in their governing documents. The three to one vote, split along party lines, reversed a longstanding SEC policy that had discouraged such clauses and signalled to IPO filers that they would not be permitted. The Commission’s policy statement clarified that companies may now condition access to public markets on…
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People moves: Microsoft’s general counsel is promoted to legal chief as incumbent departs
Plus British American Tobacco, Comerica and Compass expand their teams Microsoft’s general counsel Jonathan Palmer has been promoted to the role of corporate vice president and chief legal officer, succeeding Hossein Nowbar. Nowbar confirmed that he had left the technology giant this month in an email sent earlier this week. Palmer joined Microsoft in 2010 as a senior attorney and has since held such roles as assistant general counsel and vice president and deputy general counsel – head of litigation. Prior to joining the software maker, Palmer was managing partner for the Asian offices of Heller Ehrman, a now-defunct law…
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The week in GRC: SEC chairman threatens to roll back IFRS accounting standards as Altai Capital Management prepares a board challenge at OraSure Technologies
This week’s governance, compliance and risk-management stories from around the web – SEC chairman Paul Atkins has made comments threatening toban overseas companies from using accounting rules from the International Financial Reporting Standards (IFRS) should the IFRS Foundation doesn’t change its sustainability and climate requirements. Atkins was speaking to the Financial Times (paywall) when he said that the IFRS Foundation was ‘chasing political fads’ with sustainability issues, describing it as ‘a real issue, a real problem’. According to Atkins, the new sustainability principles being adopted by the IFRS ‘could undermine the integrity of IFRS and particularly its compatibility with [US…
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Navigating uncertainty: Four strategies for board success
Data reveals how leading boards are embracing agility, bold decision-making and candid debate to help their companies thrive amid uncertainty With the 2025 North American proxy season now officially closed, emerging trends inexecutive compensationare offering valuable insights and shaping important considerations for boards going forward. Here, we explore some of these issues and ways boards and management teams can start to incorporate these into planning for next year’s shareholder meeting. Say-on-pay support stays steady A review of voting results forsay-on-pay (SOP) proposalsat Russell 3000 companies reveals outcomes consistent with prior years. As of June, average support for the Russell 3000…
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Executive pay: Say-on-pay support stays steady and other lessons from the 2025 proxy season
Detailing board and management priorities for the year head How do boards stay ahead of the curve in a constantly evolving business landscape? The answer lies in their ability to adapt, innovate and lead with confidence. Effective boards are doing just that. To see how boards are guiding their companies to be more resilient, the EY Americas Center for Board Matters conducted a survey with corporate board members of nearly 200 public company directors. What we uncovered are four strategies to help boards steer their companies through uncertainty. Jamie Smith,director, board matters investor outreach and corporate governance at EYAmericas Center…
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People moves: Snapchat general counsel Michael O’Sullivan to depart at end of the year
Plus Huntsman, Vor Bio and Kymera Therapeutics bolster legal teams NYSE-listed social media company Snap has announced the upcoming departure of its general counsel Michael O’Sullivan, a role he has held since July 2017. In an 8-K SEC filing, the company confirms that O’Sullivan will leave Snap on December 31, his replacement has not been appointed. O’Sullivan emphasizes that ‘his decision is not related to any disagreement with us on any matter relating to our accounting, strategy, management, operations, policies, or practices (financial or otherwise)’. Before joining Snap, O’Sullivan was a lawyer at the law firm of Munger, Tolles &…
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Cutting red tape: Texas legislature passes pro-business reforms
As other states tighten regulations, Texas bets on free enterprise and streamlined governance to attract more private investment across key industries. Texas is positioning itself as a serious challenger to Delaware for corporate incorporations with two landmark corporate law reforms. Effective September 1, 2025, Senate Bills SB 29 and SB 1057 introduce sweeping changes aimed at enhancing legal predictability, reducing litigation risks, and curbing shareholder activism. These changes are set to make Texas a more attractive, management-friendly jurisdiction for companies. SB 29, effective immediately, codifies the Business Judgment Rule, offering directors and officers a presumption of good faith, informed decision-making…
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The week in GRC: SEC’s Atkins outlines regulatory priorities as Elliott pushes PepsiCo to refranchise
This week’s governance, compliance and risk-management stories from around the web —The SEC has published its first regulatory agendaunder new chair Paul Atkins, detailing the short and long-term rules updates that the agency plans to make. The proposals span five key areas, with the first covering cryptocurrency regulations, under which the SEC plans to define clearer rules for issuance, custody, trading and open pathways for exchange listing. The second concerns deregulation, where the agency says it will streamline compliance, modernize rules and facilitate capital raising. The third area is around shareholder proposals, with the SEC saying it will amend Rule…
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How boards are assessing AI risk for strategic advantage
Research shows corporate boards have differing opinions about role of technology As AI reshapes the landscape and becomes ever more critical to a company’s strategy and competitive position, a top priority for boards is to understand where to focus their attention to help the company capitalize on AI’s value creation opportunities. The boardroom has moved past the ‘wow factor’ of generative AI to focus on achieving productivity and ROI. Critical to realizing its promised benefits is the retraining of workers to drive behavioral change and encourage employees to use generative AI to free up time to become more productive. More…
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Opposition to remuneration policies overtakes rejection of pay reports at European AGMs for first time since SRD II
Investors are now taking a more direct and confrontational stance on executive compensation, Georgeson data shows Shareholders across Europe are sharpening their focus on executive pay. For the first time since the EU’s Shareholder Rights Directive II (SRD II) mandated annual remuneration votes, average opposition to remuneration policies has overtaken opposition to remuneration reports. This insight comes from Georgeson’s 2025 European AGM Season Review, which analysed voting trends at AGMs across the UK, Ireland, Spain, Italy, the Netherlands, Germany, France, Switzerland and Belgium. In the UK, opposition to remuneration policies rose to 12 percent, up from 7 percent in 2024,…