Normally, I don’t pay too much attention to the speeches that SEC Commissioners deliver because it’s the SEC Chair that wields the real clout. But given where we are with a new SEC Chair to be sworn in over the coming months...more
It’s clear that over the past few years, investors have tweaked their voting policies to tone down use of the term “ESG.” And it’s also clear that more and more companies are changing the title of their reports relating to...more
Just before the holidays got going, BlackRock updated their voting policies and engagement priorities. Here’s a laundry list of those updated documents...more
1/8/2025
/ Board of Directors ,
Climate Change ,
Corporate Governance ,
Diversity ,
Environmental Social & Governance (ESG) ,
Investment Management ,
Investors ,
Proxy Voting ,
Risk Management ,
Shareholders ,
Sustainability
As we recently blogged about, the US Court of Appeals for the Fifth Circuit vacated the SEC’s approval of Nasdaq’s board diversity disclosure rules last week. As a result, these rules no longer apply to proxy and information...more
A few days ago, ISS issued this press release announcing the updating of its voting policies, for annual meetings held on or after February 1, 2025. Here is the complete set of ISS benchmark voting policies....more
Just as I was starting this job, Cooley put out an awesome alert – with a set of great graphics – noting how the initial disclosures made voluntarily under the CSRD look....more
Wow. By a 9-8 vote – that’s a close one! – the 5th Circuit decided that the SEC exceeded its authority when it approved the Nasdaq’s board diversity rule in Alliance for Fair Board Recruitment v. SEC last week. The 5th...more
Related to today’s webcast – “Hot Governance and Engagement Proxy Tips You Need to Know” – courtesy of Steve Pantina of Proxy Analytics, here are 2024 proxy season stats through the end of November...more
As we lurch toward the end of the year, it’s a good time to take stock of our lives. But also, it’s kind of nifty to compare where we are with shareholder proposals compared to a decade ago. This 13-page report from ISS...more
Here is our alert penned by Michael Bergmann, Brad Goldberg, Ali Murata, Luci Altman and Michael Mencher about the 2025 voting policy guideline updates from Glass Lewis. Here is an excerpt from the alert...more
As noted in this Cooley alert from Ali Murata, Megan Schilling, Michael Bergmann, and Janice Chan, ISS recently opened its peer submission window, with it closing next Friday, November 22nd. As noted in the alert...more
With the US election now over, there are a host of outlets out there speculating about what the result means for the world. For our corporate governance and securities space, here are my five quick takes about what the new...more
Continuing on with our “shareholder engagement” series of blogs, you need an organized set of engagement procedures with priorities and the ability to call on internal cross-department coordination – and director...more
I was talking to Cooley’s Beth Sasfai and Michael Mencher about the challenges many companies are facing with ambitious climate goals that no longer seem realistic. Here’s what Beth and Michael told me (also see them in this...more
Here’s an excerpt from this Cooley Alert by Beth Sasfai, Brad Goldberg, and Luci Altman that contains practice tips in the wake of the SEC’s new EDGAR Next (which we have already blogged about a few times)...more
Here is Part 2 of a two-part blog series about nine aspects of the D&O questionnaire process for which in-house lawyers must use their judgment (here is Part 1 covering the first three aspects and more)...more
It’s that time of year. Time to dust off your D&O questionnaire and figure out what to do now for the upcoming proxy season. The D&O questionnaire is an important part of the proxy drafting process....more
Last week, ISS issued a press release about the results of its latest benchmark survey (here’s the 22-page summary of the results). Nothing earth-shattering this year. We should see this year’s policy updates from ISS next...more
Recently, the SEC adopted rule changes to improve the security of filer EDGAR access, including amending Form ID. As Cydney Posner lays out in her PubCo blog, the rule changes impact companies so that...more
As our world becomes increasingly digital, the importance of cybersecurity has never been more critical. From personal devices to enterprise networks, cyber threats are evolving at an alarming pace, targeting vulnerabilities...more
I was talking with Cooley partner Brad Goldberg about how he has been helping quite a few companies revisit their bylaws in response to the Delaware Supreme Court’s recent Kellner decision....more
Here are 10 bullets you can tell your senior management team and board based on lessons learned about shareholder proposals from this proxy season (hat tip to Proxy Analytics’ Steve Pantina for his help with these)...more