Anna Pinedo, a partner at Mayer Brown, sat down for a video interview during Nareit’s REITwise: 2025 Law, Accounting & Finance Conference in San Antonio on March 25-27.
Pinedo discussed the SEC’s new guidance for the 2025 proxy season, describing it as a sharp departure from previous norms. Issued even before the confirmation of the new chair, Paul Atkins, the guidance arrived mid-season, surprising many public companies that were already well into proxy preparation.
“It’s a reversal of the guidance that public companies were living with previously,” she explained, noting two major changes. First, new compliance interpretations related to Schedule 13G may deter institutional investors from engaging in shareholder access initiatives. Second, a new staff bulletin significantly narrows the range of permissible proxy proposals, requiring a "very direct nexus to the business of the company." This effectively limits proposals driven by broader social or sustainability interests.
When advising clients on sustainability-related disclosures, Pinedo emphasized caution. “Our recommendation to clients is that they try to be very mindful of the changing dynamic,” she said, advising them to ensure all climate and sustainability statements are not only material but fully substantiated, aligning with enforcement efforts aimed at curbing greenwashing.
Pinedo also said she thinks that the SEC’s corporate finance staff under new leadership would prioritize disclosures tied to capital formation and investor protection, de-emphasizing broader corporate governance or environmental matters. The focus will be “very squarely on disclosures that they believe to be material...from a financial perspective,” she said.