July 2025 One-Minute Reads

CARB publishes FAQs on climate disclosure laws

The California Air Resources Board (CARB) published these FAQs on SB 261 and SB 253, covering topics like reporting timelines, revenue tests and “doing business in California.” Cooley partner Beth Sasfai provides the following insights on the FAQs:

• While the FAQs do not contain any new groundbreaking information above and beyond what was covered in CARB’s previous webinar, one interesting item is Question 5, which confirms again that companies can report under the Task Force on Climate-related Financial Disclosures (TCFD) for SB 261, not just the International Sustainability Standards Board (ISSB).
• These FAQs note that companies should be guided by principles of materiality in preparing their climate risk report, and that such disclosure should, consistent with TCFD guidance, “provide sufficient information to enable users to understand the impact of climate-related issues on an organization’s business.”
• FAQ 6 also discusses expectations for “good faith” reporting under SB 261, noting that January 1, 2026, reports “may be based on the best available information, including information from fiscal years 2023/2024 or 2024/2025.”

Sustainability remains key, despite less public reporting

Per this ESGToday article, the majority of large US companies are maintaining or even increasing investments in ESG initiatives, as most executives view sustainability as a driver of competitive advantage and growth, but many are talking less about it publicly in the face of growing political and regulatory scrutiny. This practicalESG.com post, “The New Sustainability Reporting Trend: Not Reporting,” and this Sustainability Magazine article report that the number of US public companies issuing sustainability reports fell 52% year over year (January 1 – June 10, 2025) based on Russell 3000 companies. The article goes on to explain that this is not a mass withdrawal from ESG principles but rather a “strategic recalibration” and new risk dynamics. This TheCorporateCounsel.net blog provides more information.

Cooley lawyers author chapter on board leadership trends and issues

See this chapter in the New York Stock Exchange’s Public Company Series, “Board structure and composition,” about trends and considerations related to board leadership structure, co-authored by Cooley lawyers Brad Goldberg, Beth Sasfai, Milson Yu, Jon Avina, Amanda Weiss, Shari Ness and Michael Mencher.

Georgeson releases 2025 proxy season highlights

For information on the 2025 proxy season so far (July 1, 2024 – May 16, 2025), see Georgeson’s “An Early Look at the 2025 Proxy Season.” Per Georgeson, 2025 proxy season trends show a decrease in shareholder proposal submissions to Russell 3000 companies and a sharp rise in companies filing “no action” relief requests, a sizeable portion with relief granted by the Securities and Exchange Commission (SEC). As a result of these combined changes, companies likely felt more confident pushing back on shareholder demands, including on environmental and social issues. Many investors also indicated satisfaction with board performance, and executive management saw record-high support for their companies’ say-on-pay proposals. For a deep dive into shareholder and management proposals at meetings from July 1, 2024, through June 20, 2025, including sector-specific trends for tech and life sciences companies, see this July 8 Cooley alert. These “Top Five Takeaways From the 2025 Proxy Season” from Teneo also are interesting. In sum, Teneo finds support for environmental proposals sharply declined, social proposal support is diminishing, governance proposals remain popular but support is diminishing, anti-ESG (environmental, social and governance) and anti-DEI (diversity, equity and inclusion) proposals continue to receive single-digit support, and regulatory caution significantly impacts engagement.

SEC updates Schedule 13D/G C&DIs for 2023 rule amendments

The SEC’s Division of Corporation Finance revised 18 compliance and disclosure interpretations (C&DIs) on Sections 13(d) and 13(g) and regulating 13D-G beneficial ownership reporting. The revisions focus on cleanups, clarifications and updates to align with the October 2023 amended rules that, among other things, shortened the deadlines for initial and amended Schedule 13D and 13G filings. Following is a list of the updated C&DIs, with links to the redlines:

• Section 101. Section 13(d) – Revised Question 101.01, Revised Question 101.06
• Section 103. Rule 13d-1 – Filing of Schedules 13D and 13G – Revised Question 103.01, Revised Question 103.06, Revised Question 103.09, Revised Question 103.10
• Section 104. Rule 13d-2 – Filing of Amendments to Schedules 13D or 13G – Revised Question 104.01, Revised Question 104.02, Revised Question 104.03, Revised Question 104.04,
• Section 105. Rule 13d-3 – Determination of Beneficial Ownership – Revised Question 105.01, Revised Question 105.06
• Section 107. Rule 13d-5 – Acquisition of Securities – Revised Question 107.01
• Section 110. Schedule 13D – Revised Question 110.03, Revised Question 110.04, Revised Question 110.06

COSO withdraws draft Corporate Governance Framework

The Committee of Sponsoring Organizations of the Treadway Commission (COSO) announced a withdrawal of its draft Corporate Governance Framework (CGF). “The draft CGF has been withdrawn from public comment as COSO takes time to evaluate the extensive feedback received to date and engage further with stakeholders. This decision, made in collaboration with the National Association of Corporate Directors (NACD), comes amid a shifting regulatory and economic landscape for US businesses and follows the recent passage of a wide-ranging federal law that introduces significant changes to corporate reporting and planning requirements. In light of these developments, COSO and NACD recognize the importance of ensuring that any revised draft framework aligns with the existing requirements and evolving expectations placed on public companies.” For more insight and background, see this Governance Beat post and this TheCorporateCounsel.net blog.

Glass Lewis launches annual policy survey

Glass Lewis launched its annual survey, with responses due September 15 at 5:00 pm PDT. See this Governance Beat post and this TheCorporateCounsel.net blog for more information.

ISS launches Annual Global Benchmark Policy Survey

Institutional Shareholder Services (ISS) announced the launch of its Annual Global Benchmark Policy Survey, a key component of ISS’ annual policy development process for potential ISS policy changes. Institutional investors, public companies, corporate directors and all other interested market constituents were invited to respond to the survey, which is scheduled to close on August 22, 2025, at 5:00 pm EDT. This year’s survey covers:

• Shareholder rights in relation to multiclass capital structures
• Considerations with regard to shareholder proposals
• Board governance, with a focus on director overboarding
• Nonexecutive director pay
• Executive compensation, including:
• Equity time-based versus performance-based long-term executive incentives
• Say-on-pay responsiveness policy in the US
• Modification or removal of ESG metrics for in-flight awards in the US and Canada
• Hybrid equity incentive plans in the UK
• Evolving governance and risk management issues regarding:
• Artificial intelligence
• Biodiversity
• Cybersecurity
• Human rights
• Board diversity
• Shareholder proposals on DEI topics in the US

For insight on the primary questions, see this Governance Beat post and this CompensationStandards.com blog.

Trump signs GENIUS Act into law

The Guiding and Establishing National Innovation for US Stablecoins Act (GENIUS Act) was signed into law on July 18, 2025. Per the White House fact sheet, “The GENIUS Act prioritizes consumer protection, strengthens the US dollar’s reserve currency status, and bolsters our national security and will make America the undisputed leader in digital assets, bringing massive investment and innovation to our country. … This long-overdue legislation creates the first-ever Federal regulatory system for stablecoins, ensuring their stability and trust through strong reserve requirements.” Per SEC Chairman Paul Atkins:

The GENIUS Act provides necessary guidance for a crucial element of the emerging crypto asset ecosystem. Clear payment stablecoin regulation allows companies and individuals to transact in ways that boost efficiency and lower costs. Payment stablecoins will play a significant role in the securities industry moving forward, which is why I have asked SEC staff to consider whether guidance, rulemaking, or other steps may be helpful to accommodate SEC registrants utilizing payment stablecoins, including for settlement and margining. I invite market participants to engage with the SEC staff on what is needed for our securities markets to take advantage of the GENIUS Act’s full potential.

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