Year in Review: Five Key Themes in Corporate Governance for 2025

As 2025 entered its waning months, a handful of topics kept resurfacing on this blog. They reflected the ways in which companies were genuinely reshaping how they think about governance, disclosure and risk. Here’s a look back at five of those themes, along with where things stand as we head into 2026.

Blockchain and Cryptocurrency: The Tokenization of Stocks

It didn’t make a huge splash, but one of the more consequential developments of the year came in December, when the Securities and Exchange Commission implicitly cleared the way for tokenized securities. The Depository Trust & Clearing Corp. announced that its subsidiary, the Depository Trust Co., received a no-action letter allowing it to run a three-year pilot offering tokenization services on approved blockchains.

SEC Commissioner Hester Peirce framed the move as an incremental but meaningful step toward “moving markets onchain,” emphasizing that DTC’s central role in settlement makes this experiment particularly significant. It’s still a pilot, but for an industry that has discussed tokenized equities for years, achieving that goal appears to be closer than ever.

Proxy Advisors: Executive Order Puts ISS and Glass Lewis in the Spotlight

Proxy advisors were already controversial, but in December, they were thrust further into the spotlight when President Donald J. Trump issued an executive order directing the SEC to review its rules and guidance governing proxy advisors and shareholder proposals. While expressly naming ISS and Glass Lewis, the order frames proxy advisors as advancing “politically motivated” agendas, particularly around ESG and DEI, and asks the SEC to consider revisions or rescissions of rules, including Rule 14a-8, that conflict with that view.

Whether this will result in concrete rule changes remains to be seen, but proxy advisors—and the companies that live with their recommendations—are now on notice.

Artificial Intelligence: Federal Efforts to Preempt State AI Laws

AI dominated boardroom and regulatory conversations all year, but federal policy turned sharply at year’s end. In December, President Trump signed an executive order directing federal agencies to challenge state AI laws, arguing that a patchwork of state rules threatens U.S. competitiveness.

The order empowers the Department of Justice to sue states. It also tasks the Commerce Department with identifying “onerous” AI laws, raising the stakes for states that have enacted AI safety or consumer-protection regimes.

While intended to create a master set of AI regulations, for companies, the result may be less clarity, not more. Years of litigation over federal preemption could leave them navigating uncertainty just as AI becomes core to their operations.

Shareholder Proposals: The SEC Steps Back from No-Action Letters

In 2025, we also tracked the SEC’s retreat from its traditional referee role in shareholder-proposal disputes. In November, the Division of Corporation Finance announced it would no longer respond to most Rule 14a-8 no-action requests for the 2026 proxy season, citing staffing and timing constraints after the government shutdown.

Companies can still exclude proposals, but now, in most cases, they must do so without advance SEC blessing. That shift transfers risk directly to issuers, raising the prospect of litigation, proxy advisor backlash and messier annual meetings. Whether this is a temporary move driven by scarce resources or a preview of permanent reform remains an open question.

Climate Disclosure Rules: U.S. Pauses, California and Europe Press On

Climate disclosure remained unsettled on both sides of the Atlantic. On the federal level, a U.S. appeals court paused challenges to the SEC’s climate rules while the Commission decides whether to revise or abandon them.

In California, enforcement of SB 261 was temporarily halted by the Ninth Circuit. The state’s emissions-reporting law, SB 253, remains in effect, leaving companies in scope in a holding pattern. Meanwhile, Europe moved forward. EU institutions reached agreement on “Omnibus I,” amending and simplifying CSRD and CSDDD obligations, with significant implications for U.S. companies operating in Europe.

Taken together, these five threads tell the story of 2025. As innovation pushes industries forward, regulators are recalibrating. Companies find themselves caught in the middle, forced to adjust their strategies and rethink policies on disclosure and governance. If there’s an early theme for 2026, it’s that none of this is slowing down.

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The Intelligize blog is on hiatus for the Winter Holidays and will return on Wednesday, January 7, 2025.