Broc Romanek on Publicly-Traded Companies

CEOs Increasingly Care About Disclosure as They Become More Accountable for Sustainability Strategies

For larger companies, Teneo notes that CEOs are named in sustainability reports to be ultimately responsible for their corporate climate strategies a third of the time – almost double the amount disclosed in 2023 (18%). CEOs...more

2/27/2025 / Board of Directors , Climate Change , Corporate Governance , Corporate Social Responsibility , Disclosure Requirements , Environmental Social & Governance (ESG) , Publicly-Traded Companies , Reporting Requirements , Sustainability

Whoa! ISS Updates Its Voting Policies (Again) to No Longer Consider Board Diversity

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

2/17/2025 / Board of Directors , Corporate Governance , Disclosure Requirements , Diversity , Environmental Social & Governance (ESG) , Investors , Publicly-Traded Companies , Risk Management , Shareholders

Form 10-K: Our Clawback Checkbox FAQs

We’re in Year 2 for the clawback checkboxes on the cover of the Form 10-K and we’re fielding a lot of questions from clients about them right now. As Cydney Posner noted a little while back in her Cooley blog, there is still...more

2/14/2025 / Corporate Governance , Disclosure Requirements , Form 10-K , GAAP , Publicly-Traded Companies , Securities and Exchange Commission (SEC) , Securities Regulation

Corp Fin Starts Redlining CDI Changes!

Sure, it’s important to know that Corp Fin recently issued three new CDIs and updated two existing CDIs regarding Notices of Exempt Solicitations (also known as “PX14A6G” filings)....more

2/4/2025 / Corporate Governance , Disclosure Requirements , Filing Requirements , Financial Markets , Proxy Statements , Publicly-Traded Companies , Securities and Exchange Commission (SEC) , Securities Regulation , Shareholders

SEC Commissioner Hester Peirce Provides Some Tea Leaves

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

2/3/2025 / Capital Markets , Corporate Governance , Disclosure Requirements , Enforcement Actions , Investment , Investors , Publicly-Traded Companies , Reporting Requirements , Rule 14a-8 , Securities and Exchange Commission (SEC)

Large Companies Are Now Living in a Double Materiality World: What About Smaller Companies?

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

1/7/2025 / Disclosure Requirements , Investors , Materiality , Publicly-Traded Companies

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

12/17/2024 / Board of Directors , Corporate Governance , Diversity , Nasdaq , Publicly-Traded Companies , Securities and Exchange Commission (SEC)

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

12/12/2024 / Disclosure Requirements , EDGAR , Filing Requirements , Publicly-Traded Companies , Securities and Exchange Commission (SEC)

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

11/13/2024 / Disclosure Requirements , EDGAR , Publicly-Traded Companies , Securities and Exchange Commission (SEC)

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

10/30/2024 / Corporate Governance , EDGAR , Publicly-Traded Companies , Securities and Exchange Commission (SEC)

Broc Romanek

Cooley LLP

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