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
With the deadline for mandatory use of EDGAR Next around the corner – September 15th – here are the five biggest issues we’ve been working with clients on (as told to me by Cooley’s Luci Altman), some of which mirror the “Top...more
8/26/2025
/ Best Practices ,
Board of Directors ,
Corporate Counsel ,
Corporate Officers ,
EDGAR ,
Filing Requirements ,
Publicly-Traded Companies ,
Regulatory Requirements ,
Reporting Requirements ,
Section 16 ,
Securities and Exchange Commission (SEC)
Back in June, Texas passed a law – known as “Senate Bill 2337” – that mandates certain disclosures when proxy advisors recommend casting a vote for “non-financial reasons” or provide conflicting advice to multiple clients....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
Given that the Staff from the SEC’s Division of Economic and Risk Analysis recently had to post this note about errors for XBRL tags on “public float” amounts, I thought I would list the ten most common XBRL errors made by...more
Recently, the NYSE and JPMorgan released this lengthy “Board Structure and Composition” white paper and Cooley was proud to contribute Chapter 20 “Independent Board Chair – Trends and Issues” chapter (pp. 157–163). Here are...more
Last month, I blogged that the PCAOB may be absorbed by the SEC under the budget reconciliation bill that is making its way towards the finish line. In that blog, I indicated that the only thing that might stop the merger of...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
Last week, the SEC issued a notice of formal withdrawal for 14 proposed rulemakings that were issued a few years ago – these rules were never adopted. The only Corp Fin rulemaking in this group was this proposal from 2022...more
As I blogged last month, the SEC is holding a half-day roundtable on Thursday, June 26th to consider whether the SEC’s executive pay disclosure requirements need updating. At the time, the public was invited to submit...more
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
We’ve blogged multiple times about how you should prepare to transition to the SEC’s new “EDGAR Next” platform (here’s our latest post). We are now in that transition period where some companies are voluntarily enrolling in...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 we’ve blogged about recently, Texas has taken a number of steps to bolster its reputation as a business-friendly state. The latest is a new law aimed at making it harder for shareholder proponents to get a proposal (other...more
The House Financial Services Committee voted to include a provision in the 2025 budget reconciliation bill that would abolish the PCAOB. The proposal would reassign PCAOB functions to the SEC....more
5/9/2025
/ Audits ,
Corporate Governance ,
Financial Regulatory Reform ,
Financial Reporting ,
Mergers ,
PCAOB ,
Proposed Legislation ,
Publicly-Traded Companies ,
Regulatory Agencies ,
Regulatory Oversight ,
Securities and Exchange Commission (SEC)
My mind was sort of blown when I read this recent press release saying that the Texas Stock Exchange (TXSE) had filed this Form 1 application to register as a national securities exchange. I was tripping because the TXSE was...more
A few months ago, we put out our own set of a dozen FAQs about the clawback checkboxes on the Form 10-K cover page in this blog. Now, Corp Fin has issued six CDIs on the topic. The new CDIs, which are set forth below,...more
4/16/2025
/ Clawbacks ,
Corp Fin ,
Corporate Governance ,
Disclosure Requirements ,
Executive Compensation ,
Financial Statements ,
Form 10-K ,
Publicly-Traded Companies ,
Regulation S-K ,
Reporting Requirements ,
Securities Regulation
With tariffs so top of mind right now, I checked in with Cooley’s Beth Sasfai and asked her to think back to her in-house counsel days and what she would be doing to help her company navigate the current environment. Here are...more
Last week, Nasdaq released this interesting paper that sets forth a set of recommendations to improve the capital markets. Nasdaq believes its recommendations not only come out at a critical time when policymakers have real...more
4/9/2025
/ Capital Markets ,
Corporate Governance ,
Disclosure Requirements ,
Financial Regulatory Reform ,
Nasdaq ,
Publicly-Traded Companies ,
Regulatory Reform ,
Regulatory Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholders
For those planning for a virtual-only annual shareholders meeting, here are a non-exhaustive list of issues to consider (these also apply to hybrid meetings, which also have other issues to ponder given the in-person...more
When conducting the dry run for your annual meeting, be sure to cover – to the extent you can – the unexpected by conducting scenario planning. Things might go according to plan, but they might not. Better to be safe than...more
With it looking pretty likely that the federal government will shut down at midnight tomorrow, here are 10 things you should know based on the SEC’s “operations plan during a shutdown” guidance and Corp Fin’s list of 22...more
As expected when we heard that BlackRock had resumed shareholder engagements shortly after it paused them in the wake of Corp Fin’s new CDI positions regarding “control” and “influencing” a company when engaging, Vanguard...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