The week in GRC: Trump inks executive order to review proxy advisors as Paramount Skydance takes Warner Bros bid to investors

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

– On Thursday, President Donald Trump signed an executive order directing the SEC to review proxy adviser rules as part of a wider crackdown on ESG influence in corporate governance.

According to Bloomberg (paywall), the order instructs SEC chair Paul Atkins to evaluate and potentially revise or rescind regulations, guidance and related rules governing proxy advisory firms that critics say have pushed politically charged agendas rather than focusing solely on shareholder returns. It specifically cites ISS and Glass Lewis, claiming they have backed proposals on racial equity audits, greenhouse-gas reductions and board diversity.

Trump’s order also directs the FTC to consult with the attorney general on whether these firms engage in anti-competitive or deceptive practices and to review ongoing state antitrust probes. Additionally, the Department of Labor is tasked with examining whether retirement plan fiduciaries improperly rely on such advisers.

The US president also issued another executive order aimed at blocking US states from enacting their own AI regulations, centralizing AI policy at the federal level.

The order, titled Ensuring a national policy framework for artificial intelligence, aims to create a federal task force to challenge state laws and argues that a patchwork of differing regulations would hinder innovation and US competitiveness.

While many tech companies welcomed the move, saying it simplifies compliance and boosts investment, state leaders and civil liberties groups criticized it for prioritizing corporate interests and weakening oversight of AI harms such as discrimination, surveillance and misinformation.

It is expected that legal battles will be launched from states like California and Colorado, which have already passed or proposed AI regulatory measures.

– Paramount Skydance CEO David Ellison has taken the company’s offer for Warner Bros Discovery directly to its shareholders following its hostile bid for the assets.

Last week it was confirmed that Netflix and Warner Bros Discovery had entered into a definitive agreement under which Netflix will acquire Warner Bros, including its film and television studios, HBO Max and HBO for a total enterprise value of approximately $82.7 bn (equity value of $72 bn).

Paramount Skydance, backed by Ellison’s family, wants control of the entire company, including the firm’s traditional pay TV networks and has launched an unsolicited bid for $108.4bn.

According to the Financial Times (paywall), Ellison met directly with shareholders on Tuesday, to convince them that his company was a better fit than Netflix.

In attendance were Paramount Skydance chief legal officer Makan Delrahim and chief strategy officer Andy Gordon, according to sources, who addressed questions and concerns about foreign ownership.

In a recently published open letter, Ellison pointed out the regulatory uncertainty surrounding Netflix bid. Concerns have been raised about market competition due its size and dominance in the streaming space.

Paramount has set a January 8 deadline for Warner shareholders to tender their shares, but this could be extended.

– Activist investor Barington Capital Group has appointed three directors to the board of casket marker Matthews International, triggering a second proxy fight at the company.

According to Reuters (paywall), since losing its first proxy dispute in February, Barington has urged Matthews to invite the hedge fund onto its board, a move the company has refused so far.

Barington nominated its founder James Mitarotonda, and two other executives with public board experience as director candidates.

Barington has been critical of Matthews’ business portfolio, capital allocation, stock price and long-serving chief executive. In response, the company has said it has simplified its business mix and strengthened its balance sheet and is pursuing a strategic review.

The company has also cut costs and promised corporate governance improvements. It has said it sought constructive engagement with Barington.

– Caroline Pham, the Commodity Futures Trading Commission (CFTC)’s acting chairman, has launched adigital assets pilot programfor certain digital assets, including BTC, ETH and USDC.

The tokens are to be used as collateral in derivatives markets,guidance on tokenized collateral andwithdrawal of outdated requirementsgiven the enactment of the GENIUS Act.

‘Today, I am launching a US digital assets pilot program for tokenized collateral, including bitcoin and ether, in our derivatives markets that establishes clear guardrails to protect customer assets and provides enhanced CFTC monitoring and reporting,’ said Pham in a press release.

The news follows on from the tokenized collateralinitiativechairman Pham launched in September as a part of the CFTC’sCrypto Sprintto implement recommendations in the President’s working group on Digital Asset Marketsreport.

– SEC chairman Paul Atkins has rebuffed a preliminary proposal for the Commission to increase corporate AI disclosures, saying that the existing agency rules are sufficient.

In remarks made at the Investor Advisory Committee Meeting, Atkins said that ‘with every emerging development, the question for the SEC to consider is not necessarily its novelty, but whether our existing disclosure framework sufficiently provides investors with material information about it.’

In his view, ‘investors can rely on our current principles-based rules to inform them of how AI impacts companies’.

Atkins also cautioned against ‘prescriptive disclosure requirements for every ‘new thing’ that affects a business’.

– The European Union has dramaticallyscaled back a key sustainability lawafter intense opposition from the US, Qatar and business lobbies, weakening one of its flagship environmental policies.

According to the Financial Times, lawmakers agreed toraise the thresholdsfor corporate due diligence obligations so only the largest firms – those with more than5,000 employees and €1.5 bn in revenue worldwide– will be covered, up from an original proposal affecting companies with 1,000 employees and €450 mn in turnover.

The new rules are alsodelayed until July 2029. The reduction in scope and tougher criteria have been driven by pressure from oil and gas exporters and conservative EU lawmakers who described the original law as overly burdensome.

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