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 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
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
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
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
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
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
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
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
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, 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
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
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
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
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
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
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