Society Blog

FinCEN Removes US Companies & Persons from BOI Reporting Under CTA

By Randi Morrison posted 4 hours ago
Consistent with our recent report , on March 21, FinCEN issued an interim final rule removing the requirement for US companies and persons to report beneficial ownership information to FinCEN under the Corporate Transparency Act. The rule is effective 60 after publication in the Federal Register . Access additional resources on our Corporate Transparency Act page .

Atkins Scheduled for a March 27 Senate Hearing

By Ted Allen posted 2 days ago
Paul Atkins, who is President Trump's choice to chair the Securities and Exchange Commission, is scheduled to appear for a confirmation hearing before the U.S. Senate's Banking Committee on Thursday, March 27. Atkins, who previously served as an SEC commissioner from 2002 to 2008, is the chief executive of Patomak Global Partners , a consulting firm that represents financial industry interests. ...

“DEI” and “Diversity, Equity and Inclusion” References Decline 50+%

By Randi Morrison posted 2 days ago
In “ 'Diversity' Becomes 'Belonging' as Companies Shift DEI Lingo ,” Bloomberg Law notes the steep decline in companies’ use of “DEI” and “diversity, equity and inclusion” in their Form 10-Ks this calendar year to date in favor of other terms such as “inclusion,” “merit-based hiring,” and “belonging." The article cites examples of terminology eliminated, added, and/or tweaked with respect ...

Nasdaq Companies Taking Various Approaches to Board Diversity Disclosure

By Randi Morrison posted 2 days ago
In this post: “ Disclosure Considerations: Nasdaq Board Diversity Matrix ,” Goodwin describes the various approaches to board diversity disclosures that Nasdaq-listed companies are taking this season in the absence of the Nasdaq board diversity matrix requirement , consisting of (i) no substantive changes (other than removal of any language that the matrix is required), (ii) use of narrative disclosure ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 3 days ago
Corporate Governance: In the News - Articles of Interest EU investors back streamlining of sustainability rules in Omnibus proposal – Responsible Investor, March 19, 2025 CalPERS CEO Marcie Frost defends climate strategy, touts 'pro-investment' approach | Pensions & Investments, March 19, 2025 Activist Starboard launches boardroom battle at Autodesk over margin concerns | Reuters, ...

Form 10-K Early Filer Disclosure Takeaways & Tips

By Randi Morrison posted 4 days ago
In its post: “ Early Takeaways from the 2025 Reporting Season ,” Goodwin provides guidance to companies on select Form 10-K and annual report disclosure considerations based on its review of early filings. The post specifically addresses potential risk factor and other appropriate section disclosures on international trade, ESG, DEI, the (de)regulatory environment, and the geopolitical environment; ...

US-China Trade Relations Exposures & Disclosures

By Randi Morrison posted 4 days ago
In this new report: “ The U.S.-China Trade War: Rising Risks for Public Companies ,” Intelligize provides an overview of the history to date of trade relations between the US and China as a precursor to sharing some recent Form 10-K and Form 10-Q risk factor and other trade-related disclosures and statistics that reveal perceptions and determinations of increased risk exposure by public companies. ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 4 days ago
Corporate Governance: In the News - Articles of Interest Top fund managers ask US court to dismiss climate-related antitrust lawsuit | Reuters, March 18, 2025 BlackRock removes ‘ESG’ from 56 ETFs and funds housing $51bn – ETF Stream, March 18, 2025 SEC pushes back Names Rule compliance dates | ESG Dive, March 18, 2025 Why did the SEC remove the enforcement director’s authority to ...

EU Artificial Intelligence Act Risks & Disclosures

By Randi Morrison posted 5 days ago
Bloomberg Tax noted at least 70 US public companies, including Adobe, Airbnb, Gartner, Lyft, Mastercard, Reddit, and Roblox, that identified the EU Artificial Intelligence Act in their most recent Form 10-K risk factors. Among the types of risks cited are financial penalties, compliance costs, inconsistencies among EU regulations, increases in civil claims, adverse business impacts, and impacts on ...

Companies Looking to New SLB 14M to Support No-Action Requests

By Randi Morrison posted 5 days ago
DragonGC’s new report: “ Developments since the SEC issued SLB 14M; Research tool for making “ordinary business” and “economic relevance” arguments ” flags 16 no-action requests based on 14a-8(i)(7) (ordinary business) and/or 14a-8 (i)(5) (economic relevance) that specifically cite new SLB 14M , eight of which include a detailed “micromanagement” argument. No-action letters are listed by company, ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 5 days ago
Corporate Governance: In the News - Articles of Interest EU sustainability, supply chain simplification efforts face ‘split’ parliament, experts say | ESG Dive, March 17, 2025 SEC approves Nasdaq proposal to modify initial listing requirements related to liquidity – Cooley PubCo, March 17, 2025 UBS ditches diversity targets from annual sustainability report – Responsible Investor, March ...

DEI Disclosure Risk Mitigation

By Randi Morrison posted 6 days ago
Foley Hoag’s post: “ 10 Disclosure Considerations for Public Companies Given Trump’s and DOJ’s Outlook on “Illegal DEI” identifies areas of potential enforcement, litigation, activism, and employment risks associated with public company disclosures resulting from the recently issued DEI-related executive orders and suggests largely process- and practice-oriented action items companies can consider ...

Changes in DEI Disclosure Practices: Form 10-Ks

By Randi Morrison posted 6 days ago
“ Impact of DEI-Related Executive Orders on Disclosures in Recent Public Company Annual Reports ” from Mintz describes how companies are changing DEI-related disclosures in their Form 10-Ks based on the firm’s review of filings to date. Among the changes observed are: Changes in terminology: avoidance of “diversity, equity, and inclusion”; “diversity”; and self-identification language ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 6 days ago
Corporate Governance: In the News - Articles of Interest Jamie Dimon Unloads on the Proxy Duopoly - WSJ, March 14, 2025 US senator files anti-CSDDD bill – Responsible Investor, March 14, 2025 Berkshire Hathaway director Olson to step down, Buffett opposes shareholder proposals | Reuters, March 14, 2025 How Wall Street and Business Got Trump Wrong - WSJ, March 14, 2025 US banks ...

T. Rowe and Goldman Sachs Release Updated Proxy Voting Guidelines

By Randi Morrison posted 9 days ago
Consistent with what we have seen from BlackRock, Vanguard, and State Street, Goldman Sachs Asset Management’s updated proxy guidelines exclude board gender and ethnicity expectations that triggered votes against members of the Nominating Committee in its 2024 proxy voting guidelines (pages 5-6). See this redline for these and additional changes. In contrast, T. Rowe Price retained most ...

Board Effectiveness: Back to Basics

By Randi Morrison posted 9 days ago
Leveraging data from its 2024 Annual Corporate Directors Survey (which we reported on here), PwC’s “ The nine questions you need to ask to take your board from good to great ” facilitates a back-to-basics approach in examining and reexamining important governance fundamentals that can significantly impact board effectiveness. Coverage includes board composition, board committee structure and operations, ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 9 days ago
Corporate Governance: In the News - Articles of Interest EU Omnibus: EU finance ministers back proposal, Parliament heavily divided – Responsible Investor, March 13, 2025 After BlackRock scraps DEI, expect continued progress but less noise amid legal uncertainty | Pensions & Investments, March 13, 2025 Conservatives Single Out Judges Over DEI Courtroom Policies – Bloomberg Law, ...

Delaware Senate Approves DGCL Amendments

By Ted Allen posted 9 days ago
On March 13, the Delaware Senate voted 20-0 (with one member absent) to approve legislation to create a safe harbor for board approval of transactions with controlling shareholders and to impose new limits on Section 220 "books and records" demands. The legislation, Senate Bill 21, was introduced by lawmakers in February amid growing concerns that Delaware companies were considering reincorporation ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 10 days ago
Corporate Governance: In the News - Articles of Interest EU Omnibus: EU finance ministers back proposal, Parliament heavily divided – Responsible Investor, March 12, 2025 New 14a-8 guidance is no lock on ‘ordinary business’ requests so far | Governance Intelligence, March 12, 2025 UK Regulators Scrap Plans for Mandatory DEI Rules, Citing Industry Pushback - ESG News, March 12, 2025 ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 11 days ago
Corporate Governance: In the News - Articles of Interest CalPERS adds commitment to labor issues to proxy-voting guidelines, including DEI | Pensions & Investments, March 11, 2025 SEC guts enforcement director's authority to issue formal investigations | Pensions & Investments, March 11, 2025 CFA Institute Drops “ESG” Label from ESG Investing Certificate - ESG Today, March 11, ...