On June 4, 2025, following observation of the significant increase in the foreign private issuer (FPI) population between 2003 and 2023, the Securities and Exchange Commission (SEC) published a concept release soliciting...more
Public companies find themselves rethinking disclosures relating to the diversity of their board and their director recruitment practices as they head into proxy season, given recent developments – including the US Court of...more
On February 11 and 12, 2025, the staff of the Division of Corporation Finance (Staff) of the Securities and Exchange Commission (SEC) provided a pre-Valentine’s Day treat for public companies and shareholders to digest in the...more
2/17/2025
/ Beneficial Owner ,
Corporate Governance ,
Disclosure Requirements ,
Institutional Investors ,
Investors ,
Reporting Requirements ,
Schedule 13G ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation ,
Shareholders
On January 31, 2025, Vanguard issued its proxy voting policy for US portfolio companies, following the publication of BlackRock’s proxy voting guidelines for benchmark policies – US securities in December 2024. The updates...more
2024 was an active year for environmental, social and governance (ESG) regulations, voluntary reporting standards, and stakeholder policies. While the incoming Trump administration is expected to halt federal sustainability...more
On December 17, 2024, one of the two most influential proxy advisory firms, ISS, released its Proxy Voting Guidelines Benchmark Policy Changes for 2025: US, Canada, and Americas Regional, which provides updates to its voting...more
As we previously reported, in October 2023, California enacted SB 54, a law requiring venture capital (VC) firms with a nexus to California to report data regarding the diversity of the founding members of the portfolio...more
The Securities and Exchange Commission (SEC) adopted final rules and form amendments intended to improve access to and management of accounts on its Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system that are...more
On August 31, 2024, the California Legislature passed Senate Bill 219, approving certain technical amendments to the climate disclosure requirements under Senate Bill 253 (greenhouse gas, or GHG, emissions) and Senate Bill...more
ISS and Glass Lewis annual policy surveys have launched -
As is typical, executive compensation issues are covered in the Institutional Shareholder Services (ISS) and Glass Lewis annual policy surveys this year, with each...more
There are a number of US Securities and Exchange Commission (SEC) reporting implications arising from the server-related outages caused by CrowdStrike’s defective software update on July 19, 2024, and their impacts on public...more
On June 3, 2024, the US Court of Appeals for the 11th Circuit ordered entry of a preliminary injunction blocking venture capital firm Fearless Fund from administering a grant program through its philanthropic foundation for...more
The latest updates to the Organisation for Economic Co-operation and Development (OECD) Guidelines for Multinational Enterprises on Responsible Business Conduct in June 2023 thrust supply chain diligence into the spotlight....more
The Securities and Exchange Commission (SEC) adopted its long-awaited climate disclosure rules on March 6, 2024. (For more information, see our recent Cooley client alert, webinar and resource page.) The final rules require...more
Institutional Shareholder Services (ISS) and Glass Lewis, the two most influential proxy advisory firms, recently released updates to their voting policies for the 2024 proxy season. The ISS US policy update will apply for...more
On October 7, 2023, California Gov. Gavin Newsom signed the Voluntary Carbon Market Disclosures Act (VCMDA) – AB 1305 – which will impose new requirements applicable to companies making climate-related claims, as well as...more
California’s governor recently signed into law SB 54, a bill intended to increase transparency regarding diversity of founding teams in the venture capital (VC) industry. The new law will require VC companies, including...more
Last week, the California Legislature passed two far-reaching climate disclosure bills – SB 253, the Climate Corporate Data Accountability Act (CCDAA), and SB 261, the Climate-Related Financial Risk Act (CRFRA) – together,...more
In January 2023, the European Union adopted the Corporate Sustainability Reporting Directive (CSRD), which requires EU and non-EU companies with activities in the EU to file annual sustainability reports alongside their...more
On July 26, 2023, the Securities and Exchange Commission (SEC) voted at an open meeting to adopt final rules to mandate standardized cybersecurity disclosures by public companies. The final rules will...more
8/3/2023
/ Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
Final Rules ,
Form 10-K ,
Form 8-K ,
Publicly-Traded Companies ,
Regulation S-K ,
Reporting Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC)
At Cooley, we’re increasingly speaking to clients in the US, Asia and elsewhere who are surprised by the intensity of environmental, social and governance (ESG) requests and covenants coming from their investors. Often these...more
Many of our earlier stage private company clients believe that ESG is mainly a concern of public companies (for an explanation of what ESG is, see this post). They see the growing pressure on US publicly traded companies to...more
ESG? SDGs? SASB? GRI? TCFD? The world of ESG (Environmental, Social and Governance) is littered with acronyms and can seem like an alphabet soup to companies just getting started. This article introduces you to some of the...more