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TheCorporateCounsel

TheCorporateCounsel.net

A basis for research and practical guidance focusing on federal securities laws, compliance & corporate governance.

DealLawyers

DealLawyers.com

An educational service that provides practical guidance on legal issues involving public and private mergers & acquisitions, joint ventures, private equity – and much more.

CompensationStandards

CompensationStandards.com

The “one stop” resource for information about responsible executive compensation practices & disclosure.

Section16.net

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Widely recognized as the premier online research platform providing practical guidance on issues involving Section 16 of the Securities Exchange Act of 1934 and all of its related rules.

PracticalESG

PracticalESG.com

Keeping you in-the-know on environmental, social and governance developments

The Attorney General for the state of Texas has issued a new opinion on the legality of DEI programs. In it, the AG addresses two types of DEI programs: those run by the government and those run by private industry. While the opinion weighs heavily against public sector programs, its guidance on the private sector is more nuanced. A recent Gibson Dunn memo breaks down the types of private sector programs covered by the opinion:

  • “Demographically-based workforce representation goals;
  • Diverse slate policies;
  • Diversity fellowships or other race- or gender-based hiring programs;
  • Tying compensation to DEI-related metrics;
  • Identity-based employee resource groups, mentoring, and training;
  • Supplier diversity programs; and
  • Diversity-related governance, including Chief Diversity Officers, Diversity offices and
  • Board committees overseeing DEI programs.

The memo goes on to describe how the Texas AG views the legality of such programs, stating:

“The Attorney General’s Opinion does not characterize these programs as categorically unlawful and notes that ‘the mere existence of a DEI policy, in isolation, may not impose liability under Title VII.'”

The AG warns that while not categorically unlawful, private sector DEI could run afoul of Title VII, create a “hostile work environment,” violate Section 1981, or violate securities laws at the federal and state level. The Texas AG’s opinion is not legally binding, though Texas courts may find it persuasive. It’s no surprise that the Texas AG views corporate DEI as potentially unlawful. Texas has been spearheading the Anti-ESG and Anti-DEI movements for years now. However, it is important to pay attention to what the Texas AG says because time and again we’ve seen Texas policy become national policy. If your company has DEI initiatives, it may be worth assessing them in light of this opinion and shoring up any legal deficiencies.

Our members can learn more about anti-ESG here.

Members also save hours of research and reading time each week by using our filtered and curated library of ESG/sustainability resources covering over 100 sustainability subject areas – updated daily with practical and credible information compiled without the use of AI.

If you’re not already a member, sign up now and take advantage of our no-risk “100-Day Promise” – during the first 100 days as an activated member, you may cancel for any reason and receive a full refund. But it will probably pay for itself before then.

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The Editor

Zachary Barlow is a licensed attorney. He earned his JD from the University of Mississippi and has a bachelor’s in Public Policy Leadership. He practiced law at a mid-size firm and handled a wide variety of cases. During this time he assisted in overseeing compliance of a public entity and litigated contract disputes, gaining experience both in and outside of the courtroom. Zachary currently assists the PracticalESG.com editorial team by providing research and creating content on a spectrum of ESG… View Profile