President Trump has issued a series of executive orders targeting the private sector’s initiatives related to Diversity, Equity, and Inclusion (DEI) and/or Diversity, Equity, Inclusion, and Accessibility. As DEI-related disclosures will likely be scrutinized more closely, it is critical for companies to evaluate the risks of their DEI programs and proactively mitigate the risk of investor claims that may arise from their pursuit of—or withdrawal from—DEI initiatives and their associated public statements.President Trump has issued a series of executive orders targeting the private sector’s initiatives related to Diversity, Equity, and Inclusion (DEI) and/or Diversity, Equity, Inclusion, and Accessibility. As DEI-related disclosures will likely be scrutinized more closely, it is critical for companies to evaluate the risks of their DEI programs and proactively mitigate the risk of investor claims that may arise from their pursuit of—or withdrawal from—DEI initiatives and their associated public statements.

On March 20, 2025, the staff of the U.S. Securities and Exchange Commission’s (the SEC) Division of Corporation Finance issued new guidance that permits Form S-3 registration statements that are not automatically effective upon filing, typically used by issuers that are not well-known seasoned issuers (WKSIs), to be declared effective after the issuer files its Annual Report on Form 10-K but before filing the proxy statement containing information required by Part III of Form 10-K (Part III Information) that was properly omitted from the issuer’s timely filed Form 10-K.