Summary
Yesterday, the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) announced the withdrawal of its proposed Corporate Governance Framework for U.S. public companies to consider the substantial initial feedback received and engage further with stakeholders. The decision was made in collaboration with the National Association of Corporate Directors.
The Proposal and Withdrawal
A. Background
COSO released its proposed Corporate Governance Framework on May 27, 2025, which was discussed in our prior memorandum.
B. Withdrawal and Next Steps
In withdrawing the proposed framework, COSO noted the challenges facing U.S. public companies due to changes in the regulatory and economic landscape, stated the intention to release an updated draft in the future and acknowledged that any framework should conform to both the existing requirements and evolving expectations placed on public companies. COSO plans to evaluate the extensive comments it has received to date and further engage with key stakeholders. Comment letters in progress may continue to be submitted to the COSO Board Chair through July 23, 2025.