Here’s a summary of key updates that BlackRock Investment Stewardship (BIS) recently made to its proxy voting guidelines, penned by Cooley’s Brad Goldberg, Beth Sasfai, Michael Mencher and Vince Flynn. The upshot is that the 2026 updates largely reinforce trends from last year, including a sharper emphasis on financial materiality, the removal of “diversity” terminology in favor of experience- and skills-based framing, more neutral language designed …
Latest Articles
Audit Committee Disclosure: In a Nutshell
Here’s the basics – and some nuances – of what you need to know about audit committee disclosure under Item 407(d) of Regulation S-K: 1. Audit committee charter: Yes, you need one Disclose whether the audit committee has a charter. NYSE and Nasdaq require a charter – and if it’s not on your website, it must appear in the proxy as an appendix at least …
What to Expect Now from the SEC’s Enforcement Division
Here’s the intro from this entry on Cooley’s “Securities Litigation + Enforcement” blog penned by Luke Cadigan, Tejal Shah, Elizabeth Skey, Samanta Kirby and Bingxin Wu: “When Paul Atkins became the new chairman of the Securities and Exchange Commission (SEC) in April 2025, the market expected enforcement actions against public companies to decrease. Chairman Atkins has criticized the prior SEC administration’s pursuit of large corporate …
New California Law Restricts Ability to Compel Repayments From Employees Upon Termination
Here’s a Cooley Alert penned by Ali Murata and Michael Bergmann: “Earlier this year, California enacted Assembly Bill 692, which could dramatically affect many common techniques used by employers to recover funds from terminating employees. As further described in this November 24 client alert, for employment contracts entered into on or after January 1, 2026, the new law generally prohibits inclusion of (or requiring a …
EU Reaches Agreement on ‘Omnibus I’ Impacting CSRD and CSDDD Compliance for US Companies
Here’s the intro for this Cooley Alert penned by Cooley’s Emma Bichet and Jack Eastwood: “On December 9th, European Union (EU) institutions finally reached agreement on ‘Omnibus I’. Once the agreement is formally adopted, this will amend and simplify the EU’s Corporate Sustainability Reporting Directive (CSRD) and Corporate Sustainability Due Diligence Directive (CSDDD). This will have broad implications for EU and non-EU businesses affecting whether …
Five-Day EDGAR Weekend for the Holidays!
On the heels of the Trump Administration declaring that this Wednesday and Friday will each be considered a federal holiday – in addition to Christmas – the SEC announced that those days will also be deemed a holiday for EDGAR purposes and that any filings due on December 24th to December 26th will have its due date pushed to Monday, December 29th, which is EDGAR’s …
FPI Insiders Required to File Section 16 Reports: Five Things to Know
As I recently blogged, the defense spending bill that has now been passed by both the House and the Senate includes a provision – the “Holding Foreign Insiders Accountable Act” – that President Trump signed into law last Thursday. This new law requires the SEC to change Rule 3a12-13(b) under the Exchange Act – under which FPIs have been exempt from the requirements of Section 16 …
AI Regulation: Executive Order Puts Federal Government and States on a Collision Course
Here’s the intro from this Cooley Alert penned by our stellar AI practice group that remains at the frontier of AI law: “On December 11, 2025, President Donald Trump signed an executive order (EO) seeking to limit states’ regulation of artificial intelligence (AI) and to establish instead “a minimally burdensome national policy framework for AI.” Trump’s move creates significant uncertainty for states like California and …
CARB Announces Company-Friendly Expectations for First-Year California Climate Reporting
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 …
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 …