March 2025 Roundtable

I. Legal/Political Changes at the Federal Level

1. SEC Rules

• A Significant Shift Away From ESG and Toward Crypto Is Expected at the SEC (Skadden, Feb. 12, 2025)
• SEC Staff Publishes New C&DIs on Types of Shareholder Engagement That Could Cause Loss of Schedule 13G Eligibility (Sullivan, Feb 18, 2025)
• SEC Staff Reinstates Traditional Approach to Interpreting the Shareholder Proposal Rule (Gibson Dunn, Feb 23, 2025)
• The Changing Tides of the SEC Under the Second Trump Administration (Cooley, Mar. 3, 2025)
• SEC Leadership Change Results in Key Policy Developments (Skadden, March 4, 2025)
• Statement by Acting Chair Uyeda on Climate-Related Disclosure Rules (Uyeda, SEC, March 8, 2025)

2. Other Federal Actions 

• A Second Trump Administration: Implications for Asset Managers (Ropes, Nov 19 2024)
• President Trump Acts to Roll Back DEI Initiatives (Sullivan, Feb. 10, 2025)
• Climate and Energy Executive Orders Implications for Corporate Sustainability (TCB, Feb 19, 2025)
• Takeaways from the Pause on Foreign Corrupt Practices Act Enforcement (Baker Botts, Feb 24, 2025)

II. Issuers and the ESG Backlash 

1. ESG Broadly 

• Stuck in the Middle with ESG: What Companies Can Expect in 2025 & Beyond (Teneo, Dec 15, 2024)
• Action Items for U.S. Public Companies for 2025 (Sidley, Feb. 2, 2025)
• Recent Developments for Directors — January 2025 (Latham, Feb 13, 2025)
• An Update on ESG Litigation Risks in the United States (Dechert, March 13, 2025)

2. Climate 

• A New Regulatory Environment for Climate and Other ESG Reporting Rules (Cleary, Feb. 8)

3. DEI 

• The Evolving Anti-DEI and Anti-ESG Landscape: Implications for the Public Sector (Egan-Jones, Feb 14, 2025)
• The DEI Dilemma (Wachtell, Feb 27, 2025)
• Update on DEI—Federal Court Temporarily Blocks Most of the Administration’s DEI Orders, But Uncertainty Continues (Fried Frank, March 5, 2025)
• Board Diversity: Policy Updates and Considerations for Proxy Season (Cooley, March 6, 2025)
• Proxy Advisors and Institutional Shareholders Revise Voting Guidelines on Board Diversity (Debevoise, March 11, 2025)

III. Investors and ESG Backlash 

1. The 2024 and 2025 Seasons 

• Pro-ESG Shareholder Proposals Regaining Momentum in 2024 (ISS, June 3, 2024)
• Diversity, Equity, and Inclusion in the 2024 Proxy Season: A New Era of Scrutiny (The Conference Board, June 13, 2024)
• Climate Shareholder Proposals: A More Sophisticated Discourse (ISS, Oct. 10, 2024)
• 2025 Proxy Season Preview (TCB, March 10, 2025)

2. Anti-ESG Proposals 

• Anti-ESG Proposals Have Increased in Volume, but Fare Poorly (Equilar, Feb. 6, 2025)

IV. Engagement practices 

• Prepare for Changes to the Shareholder Engagement Process (Skadden, March 11, 2025)

V. Compensation issues 

1. What Happened in 2024 

• 2024 Proxy Season Review: Compensation-Related Matters (Sullivan, Sep 19 2024)
• 2024 Top 250 Annual Incentive Plan Report (FW Cook, Oct. 5, 2024)
• 2024 Corporate Governance and Incentive Design Survey (Meridian, Oct. 23, 2024)
• 2024 Proxy Roundup: ESG Metrics in Incentive Compensation Plans (Debevoise, Aug 5, 2024)

2. What is Expected in 2025 

• 2025 Executive Compensation Reminders for Public Companies (Debevoise, Jan 15, 2025)
• Compensation Season 2025 (Wachtell, Jan 23, 2025)
• An Early Look at Trends From Proxy Season 2025 (Equilar, March 13, 2025)

VI. Activism: Looking Forward to 2025 and Back to 2024 

1. Towards 2025 with a Lookback to 2024 

• 2024 Review of Shareholder Activism (Barclays, Jan 21, 2025)
• Another “super year” for activism (Diligent, March 11, 2025)
• 2025 Proxy Season Trends: The Pendulum Swings Toward Management (Innisfree, March 14, 2025)
• U.S. Shareholder Activism Review 2024 and a Look Toward 2025 (MacKenzie, March 12, 2025)
• Shareholder Activism – 2024 Review and 2025 Outlook (Wachtell, March 14, 2025)
• Activism in the 2024 Proxy Season and Implications for 2025 (Milbank, March 14, 2025)
• White Squires, Black Knights, Spin-offs and Succession: The Four Horsemen of Hedge Fund Activism in 2025 (Paul Weiss, Feb 22, 2025)

2. Legal Issues 

• Who are the real winners under UPC? (Diligent, March 12, 2025)

VII. Delaware’s Proposed Legislation 

1. Delaware proposed legislation 

• Delaware Legislators and Governor Propose Landmark Legislation (Wilson Sonsini, Feb 19)
• Delaware and the Perils of Small Minority Controllers (Bebchuk, Kastiel, Rock, March 5, 2025)
• Letter on Delaware Senate Bill 21 (CII, March 12, 2025)