Personally, I’m sick of hearing about the Coldplay jumbotron scandal. But it does illustrate that it’s inevitable in a company’s life that there will be unexpected crises, and they are not fun if you’re someone who has to...more
Last week, ISS launched its latest annual ‘Global Benchmark Policy Survey’ – responses are due by August 22nd. Here are the primary questions (I didn’t include the multiple-choice answers)...more
7/29/2025
/ Artificial Intelligence ,
Board of Directors ,
Corporate Governance ,
Directors ,
Diversity ,
Executive Compensation ,
Institutional Investors ,
Institutional Shareholder Services (ISS) ,
Risk Management ,
Shareholder Proposals ,
Shareholders
The survey results from this “What Directors Think” publication from Corporate Board Member, Diligent Institute and FTI Consulting are based on the thoughts of more than 200 US public company directors. Here are a dozen...more
Recently, Nevada passed new legislation (AB 239) to amend the Nevada Revised Statutes to provide a number of statutory liability protections, including de-emphasizing the use of Delaware case law in interpreting Nevada law....more
Recently, BlackRock released its “2024 Investment Stewardship Annual Report” – here’s a 25-page executive summary. Here are six lessons learned – although note this is all about last year; not the latest proxy season...more
Last week, Vanguard issued this statement announcing a plan to split its investment management and stewardship functions into these two wholly-owned investment advisors, perhaps to help manage its growth per this Morningstar...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
If you’re attending the ‘Society of Corporate Governance’ Conference in Colorado in a few weeks, look for one of our Cooley people – including me – so that you can procure one of our nifty “proxy season wristbands.” You can...more
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
As noted in this Reuters article, a recent PwC and The Conference Board survey found that...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 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
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
Last week, as noted in this detailed blog by Cooley’s Cydney Posner, the sweeping – and somewhat controversial – changes to the Delaware General Corporation Law were signed into law. Now, the new “safe harbor” provisions...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
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
Given the late season announcement last week from ISS on its board diversity voting policies, it’s not that surprising that Glass Lewis also has now announced changes to its voting policies in this area. Glass Lewis has sent...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
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