Weekly Roundup: August 29-September 4, 2025

Summary

This weekly roundup collects the Forum posts published between 29 August and 4 September 2025, covering developments in board interlocks and competition, proxy-season shareholder proposals, Delaware litigation over directors’ investigatory duties, ongoing legal challenges to California’s climate disclosure laws, heightened disclosure scrutiny for public companies, evolving shareholder meeting practices, asset-manager screening for fossil fuels, structural reasons big firms retain dominance, drivers of board effectiveness during uncertainty, and political and regulatory pressure on asset managers over ESG.

Key Points

Interlocking directorates can create competition concerns; the piece by Lemley and Van Loo treats overlapping directors as a potential antitrust and collusion problem.
The 2025 proxy season brought notable shifts in shareholder proposal outcomes and SEC interaction, summarised by Gibson Dunn authors.
A Delaware court dismissed claims against directors for failing to investigate past misconduct, underscoring the high bar for liability in certain derivative suits.
California’s climate-related disclosure rules remain subject to active litigation in federal court, with implications for state-led climate regulation.
Public companies faced increased disclosure scrutiny this proxy season, particularly on executive pay and sustainability-related matters.
Shareholder meetings and voting practices are changing (virtual/hybrid formats, engagement channels), with governance consequences explored by the OECD authors.
Asset managers’ use of fossil-fuel exclusion screens is analysed in the context of EU rules and SFDR compliance.
Research on market structure examines why large firms persist at the top—factors include political links, regulatory barriers and competitive dynamics.
Practical guidance on what drives board effectiveness during uncertainty emphasises leadership, information flow and decision frameworks.
California state officials sent a high-profile letter to asset managers, highlighting fiduciary concerns and engagement expectations.
Political pressure from some US states continues to target ESG-related investing, reinforcing polarisation in asset-management oversight.

Content Summary

The roundup offers short summaries and links to eleven posts from academics, law firms, policy bodies and consultancies. Topics range from technical legal updates (Delaware court decisions, California climate-disclosure litigation) to broader governance trends (proxy season outcomes, shareholder meeting formats, and asset-manager screening practices).

Several items highlight an intensifying regulatory and political environment for governance and ESG: litigation over disclosure mandates, state-level pressure on asset managers, and continued scrutiny of corporate disclosures. At the same time, empirical and theoretical work examines structural market issues—why big firms endure and how board structures and behaviours perform under stress.

Context and Relevance

This roundup is useful if you track corporate governance, securities regulation, institutional investor behaviour or ESG policy. It bundles short analyses that signal where legal risk and regulatory focus are moving—especially around disclosure, shareholder engagement, and the intersection of competition law with board composition.

For lawyers, in-house counsel, investors and governance professionals, the items on Delaware case law, California disclosure litigation and the proxy-season takeaways have immediate practical relevance. The pieces on board effectiveness and market structure provide helpful context for strategic governance decisions.

Why should I read this?

Short version: we skimmed a week of dense governance posts so you don’t have to. If you care about director liability, proxy-season shifts, ESG politics or disclosure risks, this roundup gives quick signposts and links so you can dive into the posts that matter to you.