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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 Thursday, November 6, Jason Halper will speak at the Practising Law Institute’s 57th Annual Institute on Securities Regulation in New York.

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

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.

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.

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”).

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.

In the latest instance of a private equity seller vindicating contractual rights in the Delaware Court of Chancery, on April 30, Vice Chancellor Lori W. Will rejected attempts by minority LLC members in urgent care provider CityMD to avoid the clear terms of their LLC agreement by urging the court to impose fiduciary duty-type obligations on the majority owner and seller, Warburg Pincus, LLC and funds it controls (“WP Investors”).

Delaware amended the Delaware General Corporation Law (the “DGCL”) to create safe harbors for transactions involving directors, officers and controlling stockholders and to limit both the documents subject to and the purposes of books and records requests.

In a move that perhaps comes as no surprise, on March 27, 2025, the Securities and Exchange Commission (“SEC” or “the Commission”) issued Press Release 2025-58 announcing it had voted to end its defense of its climate-related disclosures rules (The Enhancement and Standardization of Climate-Related Disclosures for Investors).

In early March 2024, the U.S. Securities and Exchange Commission (“SEC”) finalized its climate-related disclosures rule (The Enhancement and Standardization of Climate-Related Disclosures for Investors) (the “Final Rule”).