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On December 11, 2025, President Donald J. Trump signed an executive order titled “Protecting American Investors from Foreign-Owned and Politically-Motivated Proxy Advisors.”

On November 26, 2025, Vice Chancellor Fioravanti issued a 75-page opinion dismissing plaintiffs’ complaint in DrugCrafters, L.P., et al. v. Loh, et al., C.A. No. 2024-0111-PAF.

On November 18, 2025, the U.S. Court of Appeals for the Ninth Circuit ordered a preliminary injunction on the enforcement of SB 261—the California law that requires large companies to publicly disclose their climate-related financial risks in biennial reports.

With the deadline to publish SB 261-compliant climate risk reports rapidly approaching (January 1, 2026), and with legal challenges slowly moving through the court system in the U.S. District Court for the Central District of California and the Ninth Circuit, it perhaps comes as little surprise that industry groups have now sought the emergency involvement of the Supreme Court of the United States (“SCOTUS”).

On November 17, 2025, the Division of Corporation Finance (the “Division”) of the Securities and Exchange Commission (the “SEC”) announced it will not respond to, and will express no views on, requests for exclusions of shareholder proposals brought pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, other than historically relatively uncommon requests relying on Rule 14a-8(i)(1), for the 2025–26 proxy season.

Our panelists discussed recent SEC developments that shape—and the practical considerations that inform—the preparation of public companies’ annual reports and annual shareholder meetings.

An oil major (“the Company”) filed suit in federal court on October 24, 2025, challenging California’s Climate Laws — the Climate Corporate Data Accountability Act (“SB 253”) and the Climate-Related Financial Risk Act (“SB 261”) — on the basis that the laws violate the Company’s First Amendment rights.

In a potential watershed moment that could reverberate across companies that have set climate goals or made claims regarding climate ambitions (e.g., “net zero” or carbon neutrality), on October 23, 2025, a European oil major (the “Company”) was handed a potentially significant greenwashing ruling by the Paris Judicial Court (the “Court”), which found the Company’s claims about its role in the energy transition and its net zero ambitions were likely to mislead consumers.

One of the biggest changes in Delaware litigation over the past decade has been the increased usage of books and records demands under Section 220 of the Delaware General Corporation Law (“DGCL”) and the attendant burden of responding to these demands.

In the latest round of developments regarding California’s Climate Laws—SB 253 and SB 261—the California Air Resources Board (“CARB”) posted a Notice to its website on October 14, 2025, deferring its initial rulemaking on the laws until the first quarter of 2026 in response to the large volume of public comments it has received.

Texas is in the spotlight after several companies chose to move their legal home from Delaware to Texas.

The Texas Stock Exchange (TXSE), based in Dallas, Texas, has received approval from the Securities and Exchange Commission to operate as an exchange, with plans to begin listing shares in 2026.