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5th Circuit Court Nixes Nasdaq’s Board Diversity Rule

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

The Latest Proxy Season Stats (& Expectations for ’25)

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

Your Top 12 Decision Points for EDGAR Next – Part 2

As I blogged about in Part 1 last month, there are actions you should be taking now to prepare for the SEC’s new EDGAR Next, including becoming educated about what this is all about. Here are the last of the dozen questions...more

New SEC Chair Nominee is Paul Atkins

Former SEC Commissioner Paul Atkins has been selected as the new SEC Chair nominee. Paul served as a Commissioner from 2002 to 2008 and was a staffer at the SEC during the ’90s....more

Shareholder Proposals: ISS Tracks 10 Years of Trends

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

Glass Lewis Updates Voting Policy Guidelines

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

A New Presidential Administration? We Really Don’t Know Much Yet

Following up on my recent blog – “A New Presidential Administration? Top Five Impacts in Our Space” – here are a few more thoughts based on my years of observing the SEC...more

PCAOB Puts NOCLAR Proposal on Hold

Of course, it’s not just the SEC that will feel the impact of a new administration. Even quasi-regulators like the PCAOB are impacted. Hence, the PCAOB’s recent decision to put its pending rulemaking that would broaden the...more

ISS Opens Peer Group Submission Window

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

A New Presidential Administration? Top Five Impacts in Our Space

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

Your Top 10 Decision Points for EDGAR Next

As I recently noted in this blog, there are actions you should be taking now to prepare for the SEC’s new EDGAR Next. One thing you should be doing is becoming educated about what this is all about. Know that there is still a...more

Learning the AI Basics: How to Distinguish AI Tools

This monthly feature is where I bullet the latest developments in using generative artificial intelligence to help you in your career (and life). This first one comes courtesy of Ethan Mollick, author of the “One Useful...more

What Does a Shareholder Engagement Program Look Like?

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

Challenges in Meeting 2030 Climate Goals? What To Do Now

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

More on “What You Need to Do Now to Prepare for the SEC’s EDGAR Next”

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

D&O Questionnaires: How In-House Practitioners Must Use Their Judgment (Part 2)

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

D&O Questionnaires: How In-House Practitioners Must Use Their Judgment

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

ISS Benchmark Survey Results Highlight P4P Misalignment Policy

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

What You Need to Do Now to Prepare for the SEC’s EDGAR Next

Recently, I blogged about the SEC’s new EDGAR Next, then I shared a number of anecdotes from in-house practitioners who are starting to spot the challenges they will face to comply with the new rules. Here are six things you...more

In-House Voices: Practical Issues With SEC’s EDGAR Next

We’ve polled some of our in-house friends, and here’s what they’re saying about the practical issues they see – and the fears they have – so far with the SEC’s new EDGAR Next, which I blogged about recently...more

How Do You Know Who to Engage With?

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

The SEC Updates Protocols for Your Edgar Accounts

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

A Company’s PR Firm Gets Rosy on Social Media, SEC Enforcement Ensues

Recently, a company settled an SEC enforcement proceeding because a public relations firm managing the CEO’s social media accounts went rogue when it disseminated material nonpublic information. Here are a few random...more

In-House Voices: Effective Shareholder Engagement Practices

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

Digging Into Corp Fin’s Annual Shareholder Proposal Stakeholder Meeting

Last week, Cooley’s Reid Hooper attended the annual meeting of shareholder proposal stakeholders that Corp Fin hosts. Here are a few facts to help you glean some information about these meetings from Reid, who has been an...more

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