Join us on Wednesday, December 10th for a webcast – “Hot Governance and Engagement Proxy Tips You Need to Know” – during which Cooley’s Beth Sasfai, Michael Mencher and Broc Romanek – as well as Proxy Analytics’ Steve Pantina – as they provide practical guidance on how to tackle so many changes in an uncertain environment – including how your proxy disclosure and shareholder proposal …
Latest Articles
Corp Fin’s New Shareholder Proposal Position: Every Silver Lining Has a Touch of Grey
Here’s an excerpt from this Cooley Alert about last week’s Corp Fin statement saying that it won’t respond to no-action requests – at least until September 30, 2026 – unless a company is seeking relief under Rule 14a-8(i)(1)’s “not a proper subject under federal or state law”: “Although the staff’s new approach ostensibly makes it easier for companies to exclude shareholder proposals under Rule 14a-8, …
Corp Fin Posts First “Reasonable Basis” Rule 14a-8(j) Notice (For a Pending No-Action Request)
Earlier this week, Corp Fin issued this statement saying that it won’t respond to no-action requests – at least until September 30, 2026 – unless a company is seeking relief under Rule 14a-8(i)(1). Companies are still required to notify the SEC and proponents of their intention to include under Rule 14a-8(j) – and one of the open questions was whether the SEC would be posting …
Ninth Circuit Temporarily Freezes California Climate Reporting (SB 261)
Here’s news from Cooley’s Beth Sasfai and Michael Mencher: “A few days ago, the US Court of Appeals for the Ninth Circuit issued a temporary injunction blocking enforcement of California Senate Bill 261. This decision follows an emergency application from several groups – including the US Chamber of Commerce – to the US Supreme Court seeking to halt enforcement of both SB 261 and SB …
It’s Here! Cooley’s “Post-IPO Governance Report”!
Going public is exciting and it often involves an evolution of some of your governance practices to match what is required – or expected – of your company now that it’s subject to SEC rules and stock exchange listing standards. But that evolution likely represents just the first steps towards joining the governance world inhabited by companies that have been publicly traded for a long …
Upcoming Webcast: “Hot Governance and Engagement Proxy Tips You Need to Know”
There certainly is a lot to talk about! Join us on Wednesday, December 10th for a webcast – “Hot Governance and Engagement Proxy Tips You Need to Know” – during which Cooley’s Beth Sasfai, Michael Mencher and Broc Romanek – as well as Proxy Analytics’ Steve Pantina – as they provide practical guidance on how to tackle so many changes in an uncertain environment – …
Corp Fin (Mostly) Gets Out of the Shareholder Proposal Processing Business
Perhaps not too surprising given the recent speech by SEC Chairman Paul Atkins that effectively cast doubt on the viability of precatory shareholder proposals if state law dictates that result and a company obtains a legal opinion to that effect, Corp Fin issued this statement this morning saying that it won’t respond to no-action requests – at least until September 30, 2026 – unless a …
Broadridge’s Cathy Conlon on “Retail Voting Programs: All You Need to Know”
In this 13-minute video, Broadridge’s Cathy Conlon discusses the retail voting programs popularized by ExxonMobil, including: 1. What are the essential steps of the ExxonMobil program? 2. Will the SEC allow other companies to follow ExxonMobil’s program? What if a company wanted to change some of the parameters? 3. What is Broadridge’s universe of “retail holders” – why might a company’s retail base be bigger …
Corp Fin Issues “Reopening” Guidance (And It Has to Process 900 Registration Statements!)
Yesterday, in addition to noting its backlog includes 900 registration statements, Corp Fin posted this list of 9 “reopening” FAQs, which can be summarized as follows: And Cooley’s Reid Hooper adds this FAQ to the mix about the timing of registration statement reviews: “The timing for the review of filings made during the shutdown should be the same for initial reviews (27-30 days) and they …
White House Considers Proxy Advisor Executive Order (Plus FTC Mulls Antitrust Action)
According to this WSJ article, the Trump administration is considering an executive order targeting proxy advisors like ISS and Glass Lewis. The proposed executive order parameters might include: Officials are also exploring ways to limit how index-fund managers vote, with one idea requiring fund managers to mirror client votes for those investors who choose to exercise voting rights. Discussions are ongoing and fluid, with multiple …