The week in GRC: ExxonMobil launches climate challenge against California and proxy advisors push back on WBD CEO pay package

This week’s governance, compliance and risk-management stories from around the web

– ExxonMobil has launched a legal challenge against California in a case that could shape US corporate climate disclosure rules, according to Reuters (paywall). The dispute centers on California’s Climate-Related Financial Risk Act (SB 261), which requires companies with over $500 mn in revenue to disclose climate-related risks and mitigation strategies.

Implementation of the law, originally due in January 2026, is on hold pending a decision by the 9th US Circuit Court of Appeals. Exxon and business groups argue the rule violates free speech and conflicts with federal securities law, while environmental advocates say such disclosures are vital for investor transparency.

Despite the uncertainty, many companies are already preparing or voluntarily reporting, reflecting growing global pressure for standardized climate accountability.

– Warner Bros Discovery CEO David Zaslav is set to receive a massive ‘golden parachute’ payout that has drawn scrutiny from proxy advisor ISS, ahead of the company’s proposed merger with Paramount Skydance, according to a Deadline report.

The compensation package, tied to the roughly $110 bn deal, could reach as high as $800 mn to $887 mn, comprising cash, stock awards and additional benefits triggered if Zaslav exits following the transaction.

‘The value disclosed in the golden parachute table for CEO Zaslav at over $886 mn represents one of the highest golden parachute estimates ever observed,’ ISS wrote in an SEC proxy filing last month.

At the same time, Glass Lewis has urged investors to reject executive compensation plans even while supporting the merger itself, expressing a ‘severe concern’ over the late addition of excise tax gross‑ups and the accelerated vesting of equity awards for Zaslav.

– The US Department of Labor has issued new guidance stating that proxy advisory firms may qualify as investment advice fiduciaries under federal law.

In a release by the Employee Benefits Security Administration, officials said proxy advisors often meet the criteria for fiduciary status under the Employee Retirement Income Security Act due to their role in influencing shareholder voting decisions.

The guidance follows a recent executive order directing scrutiny of proxy firms, particularly over concerns their recommendations may be driven by political or environmental agendas rather than investors’ financial interests.

By classifying such firms as fiduciaries, they would be subject to strict duties requiring them to act solely in the best interests of retirement plan beneficiaries.

– Activist investor Impactive Capital is pushing to reshape the board of US payments firm WEX, by launching a high-profile proxy fight ahead of the company’s May 5 AGM, according to Reuters.

The hedge fund, which holds about a 5 percent stake, is urging shareholders to replace three directors, including CEO Melissa Smith in her role as board chair, while allowing her to remain chief executive. It is also advocating splitting the combined CEO and chair positions as part of wider governance reforms.

Impactive has criticized WEX’s performance, pointing to lagging share returns compared to competitors and raising concerns over executive pay and board oversight. The fund argues the company has lost significant shareholder value in recent years.

– A new White House economic report has concluded that DEI initiatives may be weighing on US productivity, according to The Wall Street Journal (paywall).

The study, produced by the Council of Economic Advisers, argues that DEI policies encouraging race-based hiring and promotion can lead to inefficiencies, particularly when less-qualified workers are advanced to meet diversity targets. It estimates that industries with strong DEI adoption were about 2.7 percent less productive by 2023.

The report further suggests DEI policies reduced overall US economic output by roughly 0.34 percent in 2023, equivalent to about $94 bn, or an average cost of $1,160 per household.

However, the findings have drawn criticism from experts who question the methodology, noting the study relies on indirect measures of DEI adoption and may overlook other factors influencing productivity.

– Billionaire investor Daniel Loeb’s hedge fund Third Point has abandoned plans for a proxy fight at CoStar Group and exited its entire stake, according to Reuters.

The firm said it no longer believes its original investment thesis is valid, after deciding that efforts to push strategic changes would not revive the company’s performance.

Third Point had previously aimed to overhaul CoStar’s board and strategy, pushing for a renewed focus on its core commercial real estate business and a pullback from its residential platform Homes.com.

The withdrawal follows a steep decline in CoStar’s share price, which has roughly halved in recent months, sparking investor frustration.

Loeb has criticized CEO Andy Florance for the company’s continued heavy investment in residential ventures despite falling valuations

Regulatory & Compliance
WordPress website theme by whoisAndyWhite