As borne out by a recent study, analysts and investors are increasingly using AI tools to read and analyze earnings reports (10-Ks, 10-Qs, earnings releases and transcripts) to gain faster insights and identify investment...more
Last week, the SEC announced it has a new statistics and data visualization page that is pretty cool. The information is “interactive,” presented in graphics and also can be downloaded....more
During the proxy season, everyone’s flat out soliciting votes, so investors are jammed up, and they’ll be available for engagement only if there’s something very specific to your annual meeting that’s important enough to them...more
Recently, the Texas Legislature passed Senate Bill 2337 (SB 2337) in an effort to regulate proxy advisors – including ISS and Glass Lewis – when they provide proxy voting recommendations for those companies that are either...more
6/23/2025
/ Corporate Governance ,
Glass Lewis ,
Investors ,
New Legislation ,
Proposed Legislation ,
Proxy Advisors ,
Publicly-Traded Companies ,
Regulatory Reform ,
Shareholder Proposals ,
Shareholders ,
Texas
A few days ago, I blogged about the SEC issuing this 71-page concept release to rethink the definition of “foreign private issuer.” This Cooley Alert penned by Brad Goldberg, Beth Sasfai, Reid Hooper and Shari Ness delves...more
Recently, the SEC released a trio of reports from the Division of Economic and Risk Analysis (DERA) that provide a host of stats about Regulation A and Regulation Crowdfunding offerings, as well as beneficial ownership of...more
As noted in this WSJ article, the Department of Justice and Federal Trade Commission recently raised concerns in a “joint statement of interest” that large asset managers – including the “Big Three” of BlackRock, Vanguard and...more
On Friday, the SEC announced that it would host a roundtable on executive compensation disclosure requirements on June 26th with investor and public company representatives (and others) as part of the process “to ensure that...more
As noted in this excellent blog by Cooley’s Cydney Posner, Acting SEC Chair Mark Uyeda recently delivered this speech that included criticisms and recommendations for improving the SEC’s rulemaking process. Key points from...more
Last week, Corp Fin issued guidance about how to verify accredited investors in two different forms. It issued two CDIs on the topic, as well as a no-action letter that goes into more detail. [As noted in this blog by...more
This Cooley Alert that I blogged about earlier today – penned by Brad Goldberg, Beth Sasfai, Luci Altman, and Michael Mencher – has been updated for this development...more
With this Administration moving fast to deeply cut the federal workforce, you may be wondering what a trimmed-down SEC might look like. This is just conjecture – but here are five thoughts on how that might impact you...more
As noted in the Cooley Alert from Brad Goldberg, Beth Sasfai, Reid Hooper and Michael Mencher that I blogged about yesterday, Corp Fin issued guidance last week that some thought could alter the nature of shareholder...more
In a rare move to update its voting policies in the midst of proxy season, ISS issued this press release stating it will no longer consider a board’s gender, racial or ethnic diversity when making director election...more
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
With most S&P 500 companies well underway on their CSRD materiality assessments, it’s not surprising that there is a fast-growing number of them that have completed – or are in the process of completing – “double” materiality...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
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
Who makes the voting decision at a particular investor can vary. For the larger investors, they tend to have stewardship teams who vote and handle engagements – and that is straightforward. Sometimes stewardship teams are...more
A lot of people are talking about the results recently posted by Vanguard from the first year of its pass-through voting pilot program. Many understandably want to read the tea leaves as indicating that “investor choice”...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