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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.

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.

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.

In the headlines today, it is common to see announcements about activist campaigns or activists taking equity positions in public companies.

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.

Francisco Morales Barrón, Jon Solorzano, and Robert Ritchie analyze key developments following the 2025 proxy season, outlining four trends shaping corporate strategy and investor relations.

On September 15, 2025, the SEC’s Division of Corporation Finance issued a no-action concurrence letter to Exxon Mobil Corporation (“Exxon”), confirming that it would not recommend enforcement action if Exxon implements its proposed retail voting program.

Our presenters provided an overview of the material developments and trends that emerged during the 2025 proxy season with an outlook on what we can expect through the rest of the year.

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”).

Corporate boards are no stranger to near-term pressures, but these days the pressures are piling as high as they ever have. Geopolitical tensions and supply-chain disruptions; climate change and technological revolutions; tariff uncertainty, cyberthreats, regulatory upheaval, and more. Each creates risks for companies across industries and market capitalizations. And in keeping with directors’ fiduciary duties, they all demand board time, energy, and focus.

The Delaware Supreme Court’s June 17, 2025 decision in In re Columbia Pipeline Group Merger Litigation reversed a $199 million damages award against TC Energy for aiding and abetting breaches by fiduciaries of Columbia Pipeline Group relating to TC Energy’s acquisition of Columbia Pipeline.