TheCorporateCounsel.net

The latest issue of The Corporate Executive newsletter has been sent to the printer. It is also available now online to members of TheCorporateCounsel.net who subscribe to the electronic format. This issue addresses a number of very timely topics for the proxy season:

– DEI Developments: Adjusting Your Practices and Disclosures Now
– Pay Versus Performance Disclosure: Lessons from SEC Comment Letters
– Executive Security Arrangements: Approaching Your Disclosures

On the topic of DEI Developments in particular, the January-February issue of The Corporate Executive notes:

The opening days of 2025 have presented a particular challenge for public companies when it comes to their efforts to promote diversity, equity and inclusion (“DEI”). Against a backdrop of a growing anti-ESG sentiment and 2024’s spate of anti-DEI activism, public companies (and the rest of the U.S.) have been confronted with a particularly rapid about-face on DEI programs at the federal level, including specific actions by the new Trump Administration to target such programs in the private sector.

The timing of the federal efforts to reverse DEI-related policies came just as many public companies were finalizing their annual reports and drafting disclosures in proxy statements for upcoming annual meetings. Companies have been assessing the risks that they face with their DEI-related activities and have been prompted to revisit their messaging around such efforts, while the proxy advisory firms and some institutional investors have recently pivoted in their own approaches to topics such as board diversity. Beginning on page 2, we survey the complicated and rapidly evolving DEI landscape, while offering our thoughts on what companies should consider now in light of the current environment.

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– Dave Lynn