Here’s an excerpt from this Cooley Alert penned by Beth Sasfai and Michael Mencher: “Open questions for companies Despite the flurry of guidance documents, significant uncertainties remain for companies potentially subject to the California climate reporting statutes. Covered entities While the publication of a preliminary covered entities list provided some insights, consequential questions remain for companies hoping to determine whether they are covered by the …
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How Might SEC Chairman Atkins’ Speech Affect Your Comp-Related Shareholder Proposals?
I’ve blogged about 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. What might be the consequences of this new SEC position? To address that, here’s an excerpt from this Cooley Alert penned by Michael Bergmann and Ali Murata: …
ISS Proposes 8 Changes to US Voting Policies
Not long ago, I blogged about a survey of the responses to ISS’ annual policy survey. Now, ISS has posted its proposed voting policy changes for 2026. Comments are due by November 11th. As noted in greater detail in this Cooley Alert, there are a total of 19 proposed policy changes including these eight policy changes that would apply in the US: 1. E&S Proposals: …
What Nom & Gov Committees Are Asking Corporate Secretaries Right Now
Sparked by Cooley’s Brad Goldberg’s discussion on a panel during the recent “Proxy Disclosure” conference hosted by TheCorporateCounsel.net – the Fall event that I founded many years ago – this blog features a list of the questions that Nom & Gov committees are commonly asking right now. Brad notes this list includes:
Historic IPO(s) Price During Government Shutdown
As highlighted in this press release – and this related case study – Cooley was issuer’s counsel in the MapLight Therapeutics IPO that priced earlier this week. It’s a rarity for an IPO to price during a government shutdown (and Cooley helped Navan price an IPO yesterday, so two historic IPOs in a single week). So much so that SEC Chairman Paul Atkins tweeted about …
A New Prep Playbook: How to Prepare for Activism
I’m loving this piece posted on the “Cooley M&A” blog entitled “Activism in 2025 and Beyond: Universal Proxy, Litigation Leverage and a New Playbook for Preparedness” that includes a host of nuggets gleaned from a recent “Market Talks” panel featuring Cooley’s Bill Roegge, Jamie Leigh and Sean Brownridge, as well as Goldman Sachs’ Neil Rudisill and Collected Strategies’ Jim Golden. Here’s an excerpt: Universal proxy …
For a Shareholder Engagement Meeting, Who Should Attend?
Typically, someone from the general counsel/corporate secretary team is always involved in an engagement. From there, you look at the agenda for the engagement to see what the issues are – and you bring the right people. You don’t want people on the call on your side who will have no role. Having a dozen people on the call is overkill and won’t feel right …
The Subtle Evolution of the SEC’s Reg Flex Agenda
It struck me as I was reading this statement from SEC Chair Paul Atkins about the latest Reg Flex Agenda – see this recent blog about the details of that – about how the importance of that agenda has grown over the years. When I first started blogging about the agenda, I had never heard of it before – and I doubt many others had …
Will Lack of Shareholder Proposals Mean More ‘Vote No’ Campaigns? Maybe It Already Has…
I’ve blogged a few times about how the SEC Chairman Paul Atkins has delivered a speech in which he stated that one of his top priorities is to make being a public company an attractive proposition, with eliminating precatory shareholder proposals being one of the goals. In the speech, Chairman Atkins indicated that there’s no firm basis under Delaware law for a shareholder right to …
The Nuts & Bolts of Settling with SEC’s Enforcement While Simultaneously Obtaining a Waiver
Here’s something from Cooley’s Tejal Shah who just left the SEC’s Enforcement Division to join the firm: “Recently, SEC Chairman Paul Atkins issued this statement in an effort to restore the SEC Enforcement Division’s prior practice of permitting a settling entity to request that the Commission simultaneously consider a potential defendant’s offer of settlement that addresses both an underlying enforcement action and any related request …