Natalie Bannerman
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The week in GRC: Disney shareholders demand answers over Jimmy Kimmel suspension as SEC clarifies position on quarterly reporting
This week’s governance, compliance and risk-management stories from around the web —Disney shareholders, including groups like the American Federation of Teachers and Reporters Without Borders, have formally demanded that the entertainment giant produce internal records related to the decision to suspend Jimmy Kimmel’s TV show. As reported by the New York Post, the groups are requesting board minutes, internal communications involving CEO Bob Iger, financial impact analyses and affiliate agreements with networks like Nexstar and Sinclair. In their letter, they argue Disney may have breached its fiduciary duty by giving in to political pressure rather than prioritizing shareholder interests, free…
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When politics enters the lab: What Trump’s Tylenol autism claim means for legal leaders in medicine
Implications for legal leaders in the industry are significant On September 22, President Donald Trump and HHS secretary Robert Kennedy Jr publicly claimed a link between prenatal use of acetaminophen (marketed as Tylenol in the US) and autism. Speaking in the Roosevelt Room at the White House, Trump warned: ‘With Tylenol, don’t take it! Don’t take it’. He added that the FDA would begin notifying doctors that the use of acetaminophen ‘can be associated’ with an increased risk of autism. Secretary Kennedy described the move as ‘the first FDA-recognized treatment pathway, informing doctors and families about potential risks, and investing…
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People moves: Paramount Skydance eyes former Trump-era antitrust chief for GC role
Plus Freddie Mac, TD Bank and Power Solutions International expand their governance teams Paramount Skydance, the newly merged media company comprised of Paramount Globaland Skydance, is reportedly in ‘advanced talks’ with Makan Delrahim to join the company as its new general counsel. As reported by The New York Post, Delrahim, the former assistant attorney general for the antitrust division at the Department of Justice (DOJ), has become one of CEO David Ellison’s key advisors over the last few years. Since leaving the DOJ, Delrahim has been a partner at Latham & Watkins, where he leads the firm’s global antitrust and…
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The week in GRC: Texas attorney general Ken Paxton launches proxy advisor investigation as Exon Mobil hatches retail investor voting plan
This week’s governance, compliance and risk-management stories from around the web –Earlier this week, Texas attorney general Ken Paxton launched an investigation into Glass Lewis and ISS ‘for potentially misleading institutional investors and public companies by issuing voting recommendations that advance radical political agendas rather than sound financial principles’. Paxton also says that the investigation will determine whether allegations that the firms violated Texas consumer-protection laws, including rules on disclosing material facts, are valid. ‘The two giants routinely issue proxy voting recommendations in conflict with the best financial interests of their fiduciaries. For example, Glass Lewis and ISS instruct their…
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SEC reverses course on mandatory arbitration in IPOs, redrawing investor protections
Major shift underway in how public companies can handle shareholder disputes Recent regulatory changes and shifting investor priorities are redefining how companies engage with shareholders – and how activists wage campaigns. The 2025 proxy season has proven to be a turning point, marked by heightened caution, evolving tactics and a dramatic retreat from previously hard-earned progress in engagement. According to Elizabeth Bieber, partner and head of shareholder engagement and activism defense at Freshfields, much of this upheaval can be traced back to the SEC’s recent guidance related to Regulation 13D-G. Though technically not a rule change, the guidance had an…
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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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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…