Governance & Sustainability Roundup – February 9, 2026

Welcome to our Governance & Sustainability Roundup — Our regular briefing that gives a quick overview on what has happened recently in the world of governance and sustainability that may be of interest to your company, your executive team, or your boards. This is a fast-evolving space, and we hope to share brief highlights with you on a regular basis. V&E is happy to discuss any of these updates in more detail, so please reach out with any questions.

Key Developments You Should Know

U.S. Formally Exits the Paris Agreement (Again): On January 28, 2026, the United States formally exited the Paris Agreement for the second time, following the completion of the mandatory one‑year withdrawal period initiated by President Donald J. Trump in early 2025. The withdrawal makes the United States the only nation to leave the landmark 194‑country climate accord.

The exit removes the United States from the central global framework for coordinating national climate commitments and long‑term decarbonization strategies. While the move does not impose direct compliance obligations on U.S. companies, it may influence global climate diplomacy, investor expectations, and the trajectory of international climate finance. Companies with global operations or supply chains should monitor potential shifts in cross‑border regulatory alignment and stakeholder expectations.

Illinois Proposes Climate Superfund Law, Joining the Likes of New York and Vermont: Introduced in January 2025, the Illinois Climate Change Superfund Act (”SB 2981”) would create a Climate Change Superfund within the State Treasury, with at least 40 percent of funds allocated to projects directly benefiting disadvantaged communities facing climate change impacts. SB 2981 would require fossil fuel producers to pay for their greenhouse gas emissions from 2000 through 2024. Illinois joins the ranks of states such as New York and Vermont that have enacted “climate superfund” laws (Climate Change Superfund Act and Climate Superfund Act, respectively), although both of these laws are currently subject to challenge following Trump’s Executive Order 14260, Protecting American Energy from State Overreach. 

UK Regulator Warns Retailers They Could Be Liable for Greenwashing by Suppliers: The United Kingdom’s Competition and Markets Authority (“CMA”) released new January 2026 guidance on supply chain responsibility for environmental claims, warning that businesses may be liable for misleading green claims even if they are only passing along information provided by suppliers. The CMA stated that a business may be deemed to be repeating an environmental claim where it stocks a product, meaning both manufacturers and retailers could be liable for false or misleading environmental claims. Accordingly, as a best practice, companies doing business in the UK should consider reviewing their supply chain processes and the accuracy of any environmental claims associated with their products.

UK Financial Conduct Authority Proposes Significant Revisions to Sustainability Reporting: On January 30, 2026, the UK’s Financial Conduct Authority (“FCA”) announced a consultation on a new proposal to significantly revise and expand sustainability reporting requirements for listed companies. Such rules would come into force in 2027. At a high level, the update would align sustainability reporting by UK companies with international standards (so above and beyond the currently mandated climate-related disclosures which are based upon the Task Force on Climate-related Financial Disclosures (TCFD) recommendations) which, the FCA advises, would allow investors access to clear and consistent information regarding sustainability related risks and opportunities. Perhaps most importantly, the FCA noted that its proposed approach would reflect the readiness of listed companies to align with the more challenging aspects of the disclosure framework — for example, Scope 3 GHG emissions — where, at least to begin with, companies will either have to “comply or explain.”

New Climate-Related Reporting Standard for the Public Sector: On January 29, 2026, the International Public Sector Accounting Standards Board (“IPSASB”) announced the release of “IPSASB SRS 1, Climate-related Disclosures,” the first sustainability reporting standard specifically designed for the public sector. Developed with support from the World Bank, the new standard includes disclosure requirements, processes to identify and monitor climate-related risks, and similar emissions methodologies based on the GHG Protocol. While this new standard primarily applies to public sector entities, private sector companies that interact with public sector bodies or supply goods to government customers should monitor whether their public sector counterparts begin requesting emissions and other climate-related data.

Public Comment Open for Potential Regulation S-K Amendments: Chairman Paul Atkins published a statement on January 13, 2026, that Securities and Exchange Commission (“SEC”) staff will begin accepting public comments on how the SEC can amend Regulation S-K to focus on the disclosure of material information and eliminate requirements compelling the disclosure of immaterial information. The statement notes that staff are looking beyond compensation disclosures, for which the SEC previously had solicited comments and held a roundtable discussion. On January 26, 2026, in his remarks at the 53rd Annual Securities Regulation Institute, Commissioner Mark Uyeda discussed possible areas of consideration, including simplifying instructions for related-party transactions under Item 404(a), and streamlining disclosure requirements for cybersecurity oversight and insider trading policies, among other items. The SEC has requested all comments to be submitted by April 13, 2026.

SEC Releases Compliance and Disclosure Interpretation Guidance on Broker Searches, Exempt Solicitations: Exempt Solicitations. On January 26, 2026, the SEC has released new guidance relevant to the upcoming proxy season. Notably, the SEC will now object to Notices of Exempt Solicitations from persons beneficially owning fewer than $5 million of the company’s securities. Exempt solicitations are often used by smaller shareholders to generate publicity, which the staff noted is not among the intended purposes of exempt solicitations.

Broker Searches. Furthermore, on January 23, 2026, the SEC provided guidance clarifying the 20-business day requirement for broker searches, noting that due to technological advancements since the original rule was adopted in 1986, the agency will not object to broker searches performed fewer than 20 business days prior to the company’s records date. However, the company must still reasonably believe that the proxy materials will have enough time to reach beneficial owners and must otherwise comply with proxy communication requirements of Rule 14a-13.

The newly released SEC guidance covers a number of other topics, including executive compensation disclosure for spin-off transactions, lock-up agreements, securities offering integrations and tender offers. Please reach out to your V&E team with questions on how the newly released guidance may impact your company.

Nike Subpoenaed by EEOC Over Alleged Discrimination in DEI Programs: The U.S. Equal Employment Opportunity Commission (the “EEOC”) announced on February 4, 2026, that it had brought an enforcement action against NIKE, Inc. for alleged discrimination against white workers under Title VII of the Civil Rights Act of 1964 in connection with the company’s DEI targets and other related objectives. As part of its investigation, the EEOC requested race and ethnicity data for metrics related to layoffs, executive compensation, and mentorship and career development opportunities which, according to the court filing, the company did not provide. EEOC’s enforcement action comes on the heels of President Trump’s Executive Order 14173 on DEI, which directed the EEOC and other executive agencies to take action against illegal preferences and discrimination, including private-sector DEI activities. The enforcement actions serve as a reminder for companies that certain DEI practices, many of which might have been relatively common in recent years, are (and remain) under heightened scrutiny from the EEOC and other parties. Companies should closely evaluate their practices and statements in this area.