Here’s an excerpt from this Cooley Alert penned by Cooley’s Beth Sasfai, Michael Mencher, Vince Flynn and Jordan Cohen with key-takeways coming out of a recent California Air Resources Board (CARB) virtual workshop that provided useful informal guidance on climate reporting: “CARB’s November 18th workshop included several significant and consequential changes that may both reduce the number of companies covered by the climate reporting rules …
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Video Archive: “Hot Governance and Engagement Proxy Tips You Need to Know”
Here’s the video archive (free registration required) for the recent 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 – provided practical guidance on how to tackle so many changes in an uncertain environment – including how your proxy disclosure and shareholder proposal process may …
Thursday’s Webcast: “SEC Updates – Trending Topics in Disclosure”
Join us this Thursday, December 18th for the webcast – “SEC Updates: Trending Topics in Disclosure” – during which Sarah Sellers and Reid Hooper will provide an overview of trending topics, such as the use of artificial intelligence or the effects of tariffs, and the evolving role they pose in related corporate governance and disclosure matters. Register now. We also have two other upcoming webcasts …
More on “Glass Lewis Releases Benchmark Policy Updates”
Recently, I blogged about how Glass Lewis released its Benchmark Policy changes for 2026, which are included in this 90-page document. Here’s a Cooley Alert penned by Cooley’s Brad Goldberg, Beth Sasfai, Ali Murata, Michael Bergmann, Michael Mencher, Vince Flynn and Jordan Cohen that goes into more detail about the policy changes. Here’s an excerpt about mandatory arbitration: “In its 2026 Benchmark Policy, Glass Lewis expanded …
White House’s Executive Order on Proxy Advisors: 7 Things to Know Now
Last night, the Trump Administration issued this executive order (and a related fact sheet) aimed at the proxy advisors in the US, specifically ISS and Glass Lewis. With a hat tip to Cooley’s Reid Hooper, Michael Mencher and Brad Goldberg, here are seven things to know: 1. No direct impact on this proxy season: There doesn’t appear to be anything in the executive order that …
Coming Soon? Section 16 Obligations for Foreign Private Issuers
Buried inside the annual defense spending bill that’s working its way through Congress right now is the “Holding Foreign Insiders Accountable Act.” As noted on page 2718 of this House bill (see below for the actual provision), the legislation would impose Section 16 obligations on insiders of foreign private issuers for the first time. The House will vote this week – and the Senate next …
The Future of Shareholder Proposals: ‘We Will Get By, We Will Survive’
This Cooley Alert penned by Brad Goldberg and Michael Mencher delves into the “now what” in the wake of the SEC’s position on shareholder proposals for this upcoming proxy season, including an exploration of the potential use of binding bylaws (and the related bylaw defenses), the inevitability of pressure tactics and the “Trojan Horse” dynamic. Here’s an excerpt: “If precatory proposals are not a guaranteed …
Tomorrow’s Webcast: “Hot Governance and Engagement Proxy Tips You Need to Know”
It’s a biggie! Join us tomorrow, 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 …
More on “ISS Releases 9 Benchmark Policy Updates for the US”
Last week, I blogged about how ISS has released its updated proxy voting guidelines for 2026. We now have this Cooley Alert that delves into what ISS has changed in greater detail. Here’s an excerpt: “Shareholder proposals Referencing changing investor sentiment and low support at annual meetings, the 2026 policy update includes significant changes to ISS’ approach to E&S shareholder proposals, replacing a previous presumption …
Glass Lewis Releases Benchmark Policy Updates
Yesterday, Glass Lewis released its Benchmark Policy changes for 2026, which are included in this 90-page document. The primary changes include: