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

On September 30, 2025, U.S. District Judge Reed O’Connor entered final judgment following a bench trial in a class-action lawsuit against American Airlines and its Employee Benefits Committee (the “EBC”), finding the defendants breached their duty of loyalty under the Employee Retirement Security Act of 1974 (“ERISA”) by allowing an investment manager’s environmental, social and governance (“ESG”) objectives to influence its investment decisions with respect to the company’s retirement plans (the “Plan”).

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.

The California Air Resources Board (“CARB”) hosted a public workshop on August 21, 2025 to provide information on Senate Bills 253, 261 and 219 (the “California climate laws”) and solicit feedback from consumers and investors.

On July 24, 2025, the two largest U.S. proxy advisory firms—Glass, Lewis & Co. (“Glass Lewis”) and Institutional Shareholder Services Inc. (“ISS”)—each separately filed suit against Texas Attorney General Ken Paxton in the U.S. District Court for the Western District of Texas challenging recently enacted Texas Senate Bill 2337 (“SB 2337”).

On August 13, 2025, the U.S. District Court for the Central District of California denied a motion for preliminary injunction to enjoin California Senate Bills 253 and 261.

On July 29, 2025, Attorney General Pam Bondi issued a memorandum offering specific examples of what the U.S. Department of Justice (“DOJ”) considers to be unlawful discriminatory policies and practices under federal civil rights laws, as well as recommendations on best practices for employers to avoid engaging in unlawful discrimination.

On June 17, 2025, the U.S. Environmental Protection Agency (“EPA”) published its proposed “Set 2” rule under the Renewable Fuel Standard (“RFS”) program (the “Set 2 Rule”).

On June 17, 2025 the U.S. Environmental Protection Agency (“EPA”) published a proposed rule to repeal the amendments to the Mercury and Air Toxics Standards (“MATS”) adopted by the Biden administration in 2024.

On May 1, 2025, the federal government brought separate suits against both New York and Vermont alleging that these state’s “climate Superfund” statutes are unconstitutional on multiple grounds.

On April 8, 2025, President Trump issued an Executive Order titled “Protecting American Energy From State Overreach” (the “Executive Order”), which directs the United States Attorney General to identify and halt the enforcement of state laws and civil actions that burden energy production and may be preempted by Federal law or are otherwise unconstitutional.