Regulatory & Compliance

The team discuss the latest goings on amid a changing regulatory focus AT&T has agreed to settle a lawsuit brought by the New York City pension funds over its decision to exclude a shareholder proposal seeking greater disclosure of workforce demographic data, marking a significant moment in the evolving battle over DEI and ESG governance. The dispute centered on the telecommunications firm’s attempt to block a proposal that asked it to provide more detailed information about the racial and gender composition of its workforce. The New York City comptroller, acting on behalf of the city’s pension systems, challenged the exclusion,…

The team unpacks the key US governance shifts shaping the 2026 proxy season A petition submitted to the SEC under the Holding Foreign Insiders Accountable Act (HFIAA) is sharpening questions about how US markets handle transparency for insiders at foreign companies whose shares trade domestically. The authors – who describe themselves as ‘scholars of securities law and financial economics’ – argue that Congress directed the SEC to move quickly and that reliance on informal staff commentary risks narrowing the law’s scope. At issue is whether large beneficial holders at foreign issuers, including those owning more than ten percent of a…

How much can lawyers lean on AI to help them with their jobs? Well, according to a new academic study, it may be more reliable than previously thought. Anew studyfrom researchers at the University of Minnesota and University of Michigan law schools seems to provide the first empirical evidence that AI tools can consistently improve the quality of legal analysis across various tasks. We speak with Daniel Schwarcz, professor at the University of Minnesota Law School, and Kari Endries, assistant secretary and managing counsel at Chevron, to find out more about the implications for governance professionals. To read the whole…

The Governance Matters podcast hears from Beth Sasfai of Cooley about the implications of a move that has created many questions Many governance experts involved in the shareholder proposal process are asking questions following the release of new SEC guidance that essentially reverses a Biden-era staff legal bulletin (SLB) on the parameters and reasoning by which companies may seek the go-ahead to exclude resolutions from their proxy statements. Overall, the division of corporation finance’s move will likely lead to fewer ESG-related proposals making their way to a vote at AGMs, posing questions about what happens this year and how proponents…

The SEC has brought cases around disclosures of aircraft use – and companies are now looking at reporting around personal security Executive compensation has been a focus for the SEC in recent years, with new rules in areas such as clawbacks and insider trading. The agency has also turned its enforcement eye to companies’ disclosures around executive perquisites, or perks. Our guest for this month’s episode of the Governance Matters podcast is Neil McCarthy, co-founder and chief product officer of DragonGC. He says there has been a particular enforcement focus on executives’ use of aircraft. He also explains that there…

New research reveals how companies are approaching entity management, including budgets and the use of outside advisers and technology The latest episode of the Governance Matters podcast looks at new Governance Intelligence research that provides actionable insights for legal and compliance experts on entity management practices and trends at companies around the world. The research finds that – despite economic uncertainty – more companies than not are putting additional money, human resources and technology into their entity management programs. The report also highlights the extent to which companies are seeking outside help with their entity management work and indicates that…

What to report about cyber-security and getting the most out of new tools for board management In the latest episode of the Governance Matters podcast from Governance Intelligence, we hear from Megan Gordon, partner at Clifford Chance, about some of the best ways to implement the SEC’s new cyber-security rules. These went into effect at the end of 2023 and are generating a lot of queries from governance teams seeking to apply them both to their upcoming Form 10K filings and – should an attack occur – potentially in a Form 8K. For example, the rules require companies to report…