Led by distinguished corporate directors and governance experts, the Latino Corporate Directors Education Foundation’s BoardReady Institute (BRI) provides programming tailored to prepare and position aspiring directors the boardroom.

On July 17, 2025, Mayer Brown partner, Jennifer Zepralka will speak on the panel “Corporate Governance 101: The Board Fundamental.”

To register and learn more, visit the LCDA website.

On June 26, 2025, the U.S. Securities and Exchange Commission (SEC) hosted a roundtable on executive compensation disclosure requirements with representatives from public companies, their advisors, and investors.

The program began with remarks from Chairman Atkins and Commissioners Peirce and Uyeda, each of whom indicated their support for reexamining the rules. Chairman Atkins, calling the current executive compensation disclosure framework a “Frankenstein patchwork of rules,” stressed the need to consider whether the rules are cost-effective for companies to comply with, and that the information required by the rules is material to the company and understandable to investors. Similarly, Commissioner Peirce’s remarks questioned whether the current executive compensation disclosure rules provide material information to investors, and raised concerns about costs to companies of providing the mandated disclosures, including the possibility of costs that arise from the “distortion of corporate behavior in response to executive compensation disclosure mandates.”  Commissioner Uyeda also discussed the need for executive compensation disclosures to provide information “material to an informed investment or voting decision,” and warned against the use of the SEC disclosure rules to drive executive compensation decisions or seek to influence compensation practices. Commissioner Crenshaw, who provided written remarks in connection with the event, pointed out that executive compensation is an issue intertwined with issues of corporate responsibility and governance, and, noting “[i]t is a fundamental shareholder right – as the owner of a company’s equity – to obtain full and fair disclosure around the compensation of corporate executives,” urged consideration of investors’ views on materiality and decision-useful information, and costs beyond those incurred by issuers.

The roundtable was divided into three panels, the first focused on executive compensation determinations, and the second and third examined the specific SEC disclosure requirements.  Panelists on the first panel sought to answer three questions: Who sets executive compensation, what factors influence the process of setting executive compensation; and what is the decision-making process in doing so? The panel highlighted the role of the compensation committee of the board of directors, compensation consultants and advisers, and management, and included a discussion of the role of investors and proxy advisory firms in the setting of executive compensation.  As part of this discussion, the panelists raised certain disclosure requirements that may factor into the compensation-setting process, such as perks disclosure and the disclosure of equity awards.

The second and third panels included robust discussion of the current disclosure requirements. Overall, the focus of the conversations tended to be on the complexity of the framework, although there was not a clear consensus about whether improvements can be made to make the disclosure more effective for both issuers and investors. Many of the panelists representing issuers and their advisers called for a reduction or simplification of the requirements and a focus on materiality, while some of the investors represented on the panel focused more on the need for clear information to understand companies’ compensation decisions. Among other topics, the issue of personal security costs as a perk, and perks disclosure in general, was raised as an area ripe for SEC reconsideration. All three panels raised concerns about certain of the Dodd-Frank Act-mandated executive compensation rules, particularly the pay ratio and pay-versus-performance rules, as well as the clawback rules.

The SEC is currently accepting comments from the public on executive compensation related topics, presumably with an eye to proposing amendments to the rules in the future.  

Companies and investors use information related to environmental, social or governance (“ESG”) factors to provide a company-wide view of sustainability and other priorities.  This includes how the company discloses, reacts to and manages ESG-related risks and policies, such as, for example, risks related to carbon emissions, as well as policies addressing diversity, shareholder rights and corporate social responsibility.  These topics are often the subject of shareholder proposals advocating additional disclosure or policies in furtherance of ESG-related goals.  In contrast, “anti-ESG proposals” are generally critical of, or question the value of, company policies or initiatives related to these topics.  As of the midpoint of the 2025 proxy season, “anti-ESG” proposals have become more common, a trend mirroring that seen in recent years.  In addition, proponents that, in past proxy seasons, submitted proposals on clearly anti-ESG topics, such as opposition to climate change-based initiatives, are now submitting proposals on a broader array of topics.

Continue reading on Harvard Law School Forum on Corporate Governance.

The 2025 proxy season is just past its peak.  We summarize below key emerging trends in shareholder proposals and no-action requests so far this season.  A more comprehensive review of the 2025 proxy season will need to wait until all voting results are in.  However, the trends so far may be instructive to boards as they consider engagement strategies for the coming year.

Continue reading on Harvard Law School Forum on Corporate Governance.

On June 4, 2025, the U.S. Securities and Exchange Commission (the “SEC”) issued a concept release soliciting public comment on the definition of foreign private issuer (“FPI”), particularly on whether the current definition should be amended in an effort to protect U.S. investors while continuing to facilitate capital formation. The SEC is focused on the significant changes in the global capital markets and characteristics of foreign private issuers since the last SEC review of the FPI regulatory framework in 2008.

Read this Legal Update.

In today’s corporate governance landscape, clawback and malus provisions have become key tools for promoting accountability and integrity. By incorporating these provisions, companies aim to align executive actions with the long-term interests of the company and its shareholders.

A “clawback” or “malus” provision enables a company to recover previously paid compensation (either by requiring repayment or reducing future compensation) or trigger forfeiture of unpaid compensation if it is found that the grant or payment of such compensation was based on erroneous financial data or if the recipient engaged in misconduct. For example, if a bonus was paid based on financial results that were subsequently restated, the company could invoke a clawback provision to recover the bonus (or the portion that exceeds the amount that would have been paid had the correct financial results been known when the bonus was paid). The specific conditions under which clawback and/or malus provisions apply depend on local regulatory requirements and company-specific policies, as further discussed.

This article compares adoption of clawback and malus provisions by companies the securities of which are listed in the United States and Brazilian markets and the rules and outlook for these provisions in each jurisdiction.

Read this Legal Update.

In this episode of Mayer Brown’s Global Corporate M&A podcast, Mayer Brown partners Andrew Noreuil and Brian Massengill discuss this year’s amendments to the Delaware General Corporation Law, which have fundamentally altered the landscape for conflicted transactions. Our partners provide insight into the new statutory safe harbors, updated definitions for controlling stockholders and disinterested directors, and offer practical guidance for boards seeking to minimize litigation risk and secure safe harbor protection under the revised law. The discussion highlights how these landmark changes respond to recent court decisions and shifting corporate trends, marking one of the most significant updates to Delaware corporate law in decades.

Listen to the Podcast Episode.

Delaware has overhauled its framework for stockholder books and records inspection rights. Amendments to Delaware General Corporation Law (DGCL) §220, enacted on March 25, 2025, seek to address the concern that inspection rights had become overly burdensome for corporations. Amended §220 generally narrows the scope of records available for inspection to a limited set of materials, while leaving open a path for stockholders to obtain additional records under certain circumstances. Amended §220 also offers some litigation advantages to corporations in defending against suits to compel inspection.

Continue reading this Legal Update.

As we previously addressed here, on February 12, 2025, the Staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance published Staff Legal Bulletin 14M (“SLB 14M”). Among other things, SLB 14M rescinded previous Staff guidance on no-action requests, pursuant to which a company can attempt to exclude a shareholder proposal from consideration in its definitive proxy statement. SLB 14M also clarified the Staff’s views on the scope and application of the “economic relevance exclusion” pursuant to Rule 14a-8(i)(5) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the “ordinary business exclusion” pursuant to Exchange Act Rule 14a-8(i)(7). We previously stated our belief that the Staff’s updated guidance would make it more challenging for proponents of shareholder proposals to overcome no-action requests based on broad social policy concerns, a prediction which only somewhat seems to have come to fruition during the 2025 proxy season to date.

Continue reading this Legal Update.

In this episode, Robyn Bew, EY Americas Center for Board Matters Director, shares insights from the EY Americas Board Priorities 2025 report.  Robyn discusses how corporate boards’ priorities have evolved year-over-year, including oversight of management’s response to volatile economic conditions and capital allocation strategies. Our guest also talks about directors’ increased focus on innovation and evolving technologies, such as AI, one of several key areas where board members reported they want to spend more time and receive additional information from management.

Watch our latest MB Sounding Board.

See the EY Americas Board Priorities 2025 report.