News & Analysis as of

Diversity Board of Directors

Latham & Watkins LLP

Recent Developments for UK PLCs - April 2025

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On 14 March 2025, the FCA published Primary Market Bulletin 54, which raised concerns around the leaking of inside information by individuals at a company or by its advisers on live M&A transactions. The FCA specifically...more

Fenwick & West LLP

Proxy Advisors, Institutional Investors Shift Diversity Policies and Mandates

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Some proxy advisors and institutional investors have made changes to their diversity policies and mandates, including the following ...more

Mayer Brown

The Future of Board Diversity Disclosures

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The current proxy season presents new challenges and opportunities for U.S. companies as they face shifting expectations regarding board diversity. There are a number of notable developments. The Fifth Circuit Court of...more

Wilson Sonsini Goodrich & Rosati

Glass Lewis Stands by Its Diversity-Related Voting Guidelines but Will Include Flag

As we reported in our Preparing for the 2025 Proxy Season client alert, Glass Lewis announced on February 18, 2025, that it was reviewing its diversity-related voting guidelines “in the face of the U.S. Administration’s...more

Cooley LLP

Glass Lewis Addresses Board Diversity With “For Your Attention” Flag

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This Cooley Alert that I blogged about earlier today – penned by Brad Goldberg, Beth Sasfai, Luci Altman, and Michael Mencher – has been updated for this development...more

Cooley LLP

Policy Updates and Considerations for Proxy Season

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Public companies find themselves rethinking disclosures relating to the diversity of their board and their director recruitment practices as they head into proxy season, given recent developments – including the US Court of...more

Wilson Sonsini Goodrich & Rosati

Preparing for the 2025 Reporting Season: Proxy Season Reminders

With the 2025 proxy season upon us, this Alert highlights governance, disclosure, and engagement considerations for companies preparing for their 2025 annual meetings. Many of the governance and disclosure matters discussed...more

Cooley LLP

Glass Lewis Changes Course on Board Diversity (Too)

Cooley LLP on

Given the late season announcement last week from ISS on its board diversity voting policies, it’s not that surprising that Glass Lewis also has now announced changes to its voting policies in this area. Glass Lewis has sent...more

Skadden, Arps, Slate, Meagher & Flom LLP

How Best To Measure Your Board’s Effectiveness: FAQs

Key Points - - Board self-assessment processes aimed at improving board performance, composition, culture and processes are common but vary widely in how they are conducted and who is assessed. - Most S&P 500 companies...more

Skadden, Arps, Slate, Meagher & Flom LLP

The Informed Board - Winter 2025

Boards face a multitude of challenges, and opportunities, with the change in administrations. As we describe in the latest issue of The Informed Board, the new administration is forcing companies to reexamine their approaches...more

Wilson Sonsini Goodrich & Rosati

ISS and Glass Lewis: Board Diversity Voting Policies

On February 11, 2025, Institutional Shareholder Services (ISS) announced a change to its voting policy with respect to board diversity. ISS will no longer consider the gender and racial and/or ethnic diversity of U.S. company...more

Cooley LLP

Whoa! ISS Updates Its Voting Policies (Again) to No Longer Consider Board Diversity

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In a rare move to update its voting policies in the midst of proxy season, ISS issued this press release stating it will no longer consider a board’s gender, racial or ethnic diversity when making director election...more

BCLP

Pullback on Consideration of Board Diversity by ISS, BlackRock and Vanguard

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Citing recent DEI developments in the U.S., ISS released its Statement on Diversity Factors in Director Elections on February 11, 2025 announcing that it will “indefinitely halt consideration of certain diversity factors in...more

Allen Matkins

Does The Stock Market Believe That California's Board Diversity Mandates Enhance Firm Value?

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In 2018 and 2020, California enacted laws mandating that publicly held corporations (as defined) having their principal executive offices in California have specified minimum numbers of directors who are female and from...more

Akin Gump Strauss Hauer & Feld LLP

ISS Indefinitely Halts Consideration of Diversity Factors When Making Proxy Voting Recommendations

On February 11, 2025, Institutional Shareholder Services (ISS) announced that it is suspending the consideration of diversity factors when making voting recommendations for directors at U.S. public companies. ISS’s press...more

Stikeman Elliott LLP

ISS and Glass Lewis 2025 Canadian Benchmark Policy Guidelines

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Institutional Shareholder Services (“ISS”) and Glass Lewis have published their Canadian benchmark policy guidelines for the 2025 proxy season. Key updates focus on the board’s oversight of artificial intelligence (“AI”),...more

Cooley LLP

BlackRock and Vanguard Release 2025 Proxy Voting Guidelines

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On January 31, 2025, Vanguard issued its proxy voting policy for US portfolio companies, following the publication of BlackRock’s proxy voting guidelines for benchmark policies – US securities in December 2024. The updates...more

Vinson & Elkins LLP

DEI in Flux During Annual Reporting and Proxy Filing Season

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Companies with forthcoming annual report and proxy statement filings should consult with counsel regarding recent regulatory and legal developments related to diversity, equity and inclusion (“DEI”) initiatives and the...more

Ropes & Gray LLP

Capital Markets & Governance Insights - January 2025

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Companies should not minimize the extent of a material cybersecurity incident by omitting material facts regarding the scope and potential impact of the incident. Cybersecurity risk factor disclosures should be tailored to a...more

Fenwick & West LLP

SEC Approves Nasdaq Proposal to Remove Board Diversity Rules

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The Securities and Exchange Commission (SEC), as expected, has approved Nasdaq's recent proposal to remove the board diversity rule from its Listing Rules....more

Foley Hoag LLP - Public Companies & the Law

SEC approves Nasdaq’s proposal to remove board diversity rules to align with 5th Circuit’s mandate

As we previously posted, the U.S. Court of Appeals for the Fifth Circuit vacated the SEC’s approval of Nasdaq’s board diversity disclosure rules last month, after which Nasdaq indicated that it did not intend to seek further...more

Davies Ward Phillips & Vineberg LLP

Governance Insights: 10 Legal Updates GCs, Boards and Investors Need to Know

The latest edition of Davies’ Governance Insights is now available. In this issue, we review 10 developments that general counsel and directors of Canadian public companies, and their investors, should know for 2025 and...more

Cooley LLP

In case there was any doubt, SEC approves Nasdaq proposal to remove Board diversity rules

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In August 2021, the SEC approved a Nasdaq proposal for new listing rules regarding board diversity and disclosure. The new listing rules adopted a “comply or explain” mandate for board diversity for most listed companies and...more

Blake, Cassels & Graydon LLP

Le point sur les lignes directrices canadiennes en matière de vote par procuration pour 2025

À l’approche de la période de sollicitation de procurations de 2025, les émetteurs pourraient vouloir prendre connaissance des lignes directrices canadiennes en matière de vote par procuration émises par Institutional...more

Fenwick & West LLP

Nasdaq Proposes Eliminating Board Diversity Disclosure Rule

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Last week, Nasdaq filed a proposed rules change with the Securities and Exchange Commission to remove the board diversity rule from Nasdaq's Listing Rules....more

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