Following up on last week’s blog about the SEC’s e-delivery proposal, here’s an excerpt from this Cooley Alert penned by Brad Goldberg, Beth Sasfai, Michael Mencher, Luci Altman, Justin Kisner and Reid Hooper: “Impact on proxy season For public companies, the proposal’s most immediate practical impact falls on the annual proxy process. Transitions to default electronic delivery of proxy statements and annual meeting materials could …
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Next Week’s Webcast: “Proxy Season Recap – 10 Hot Topics”
Join us next Wednesday, July 29th (1:00 – 2:00 pm eastern) for the webcast – “Proxy Season Recap: 10 Hot Topics” – as Cooley’s Liz Dunshee, Vince Flynn, Ali Murata, Michael Mencher and Broc Romanek – along with Steve Pantina, CEO of Proxy Analytics (register now) during which we will discuss these agenda items: 1. The Noise Before the Storm: What Actually Happened with Shareholder …
ISS Policy Survey: The Year to Reassess Governance Standards?
Looks like it’s not just the SEC that’s evaluating whether to shake everything up as this year’s policy survey from ISS suggests it’s reassessing a number of important governance policies in light of evolving market practices. Many survey questions signal that ISS is evaluating whether existing voting policies should become either more flexible – or more stringent. Survey responses are due by August 14th. Here’s …
Auditor Changes and Disagreements Disclosure: 15 Things to Know
Under Item 304 of Regulation S-K and Item 4.01 of Form 8-K, companies must provide required disclosure when there is a change to their principal auditor. Here are 15 items to consider: 1. File the 8-K within four business days Disclose any auditor change (resignation, dismissal or refusal to stand for reelection) on Form 8-K under Item 4.01 within four business days – no exceptions, …
The SEC Proposes Switching the E-Delivery Default
Talk about a topic near and dear to my heart. My first site – RealCorporateLawyer.com – was launched twenty-five years ago based on the expertise I gained when I was in Corp Fin in the mid-‘90s providing guidance on how the advent of the Internet impacted the federal securities laws. Providing guidance on e-delivery was a big part of that site. The SEC issued interpretative …
The Spring Reg Flex Agenda: A Record-Breaking Number of Rulemakings!
Recently, the SEC released its Spring 2026 Regulatory Flexibility Agenda and it contains a record number of rulemakings, many of them deregulatory in nature. There are 36 rulemakings listed in the “Proposed Rule Stage” (and two of them in the “Prerule Stage”). 36! A majority of these proposed rulemakings did not make the list in the Fall 2025 Reg Flex Agenda, with the SEC announcing …
Upcoming Webcast: “Proxy Season Recap – 10 Hot Topics”
Join us on Wednesday, July 29th (1:00 – 2:00 pm eastern) for the webcast – “Proxy Season Recap: 10 Hot Topics” – as Cooley’s Ali Murata, Reid Hooper, Michael Mencher and Broc Romanek – along with Steve Pantina, CEO of Proxy Analytics – discuss how this wild proxy season went down, including up-to-date practical guidance to get ready for next year – such as rapidly …
Sights of the “Society for Corporate Governance” Conference
Thanks to the many who came out for Cooley’s big party at the annual conference for the Society of Corporate Governance. I’ve been attending this conference for 28 years – gulp! – and it remains pivotal for those in this space. As usual, I took selfies with some of the people that I met for the first time: 2. Olga Khvatskaya- Dollar Tree Stores 3. …
First Companies Indicate They Would Go “Semi-Annual”
With comment letters pouring into the SEC in response to the SEC’s proposal to allow companies to voluntary move to semi-annual reporting from quarterly, we have the first company that has specifically indicated it would move to semi-annual reporting if the SEC adopts rules permitting so – although the company would continue its practice of issuing quarterly earnings releases including continuing its accounting close processes …
Corp Fin Likely to Continue Not Actively Refereeing Shareholder Proposal Process
A few hours ago, SEC Chairman Paul Atkins delivered this speech at the Society of Corporate Governance conference. Besides the excitement of this Cooley Alert being cited several times in the footnotes, the speech touched upon the reforms underway related to disclosure materiality and shareholder proposals as follows: a. Disclosure Materiality 1. Restore SEC Disclosure to Materiality: Chairman Atkins argued that the SEC should return …