W. Benjamin Barkley

On May 11, 2026, Georgia Governor Kemp signed House Bill 1185 into law, enacting significant reforms to the Georgia Business Corporation Code.¹ The legislation becomes effective July 1, 2026. Among its most consequential provisions, HB 1185 extends to corporate officers the exculpation framework that Georgia law has long afforded to directors — permitting Georgia corporations to eliminate or limit officer liability for monetary damages for breaches of the duty of care.

On November 17, 2025, the Securities and Exchange Commission’s Division of Corporation Finance announced that they would no longer respond to no-action requests, and would no longer express views on, a public company’s exclusion of Rule 14a-8 shareholder proposals from their proxy statement—other than an exclusion based on the company’s view that the proposal is “improper under state law.” Rule 14a-8 gives certain shareholders a way to require a public company to include a proposal for...

After much anticipation, the Securities and Exchange Commission (SEC) adopted last week its climate-related disclosure rules. The adoption of the rules included a press release available here and a fact sheet available here. The most welcome change for public companies from the SEC’s March 2022 proposed rules is that Scope 3 greenhouse gas (GHG) disclosure will not be required for any SEC filers.