Since OIRA recently noted that its currently reviewing a new rulemaking from the SEC to rescind its climate disclosure rules, we likely will see that action from the SEC soon. Here’s a refresher of the journey of the climate disclosure rules since the SEC adopted them in March 2024:
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The SEC Proposes Optional Semiannual Reporting: Form 10-S!
Yesterday, the SEC proposed rule and form amendments to allow companies the option of filing semiannual reports in lieu of quarterly reports. That’s a pretty fast turnaround for a proposal this important since President Trump first announced the idea back in September. Here’s the press release, fact sheet – and 279-page proposing release. And here’s SEC Chair Paul Atkin’s statement – as well as Commissioner …
How to Be Quoted by the Media
As I celebrate the 24th anniversary of my blogging this week, I thought I’d share my ten cents about dealing with journalists since I’ve been quoted through the years quite a bit. During the height of the Sarbanes-Oxley implementation craze, I’d talk to at least two reporters per week. The $64,000 question for you should be: “how do I get quoted in the media?” The …
Lots of New Technology Options for Retail Investors
It seems like a day doesn’t go by in which I don’t read a story about a new form of technology designed to assist retail holders so they can participate in the stock market in one form or another. Here’s a recent flurry of these articles:
Should Companies Be Using AI to Draft Their Proxy? An Example to Scare You
With most calendar-year end companies having filed their proxy with the SEC for this proxy season, I thought it would be a good time to reflect upon the risks of relying on AI to help draft disclosure since the continuing improvement of AI models (known as “LLMs”) has reduced – but certainly not eliminated – the risks of hallucinations. I’ll cover ways that AI can …
ICCR Fills the EDGAR Gap By Providing a List of Voluntary Exempt Solicitations
Back in January, Corp Fin posted a new CFI that prohibits shareholders from filing voluntary Notices of Exempt Solicitation on EDGAR. Under Exchange Act Rule 14a-6(g), shareholders owning more than $5 million of a company’s securities generally must file a Notice of Exempt Solicitation on EDGAR – on Form PX14A6G – when soliciting shareholders on a topic without seeking to act as a proxy. However, …
Federal Court Enjoins Company From Excluding Shareholder Proposal
We have the latest from this season’s battle in the courts over shareholder proposals. While two other courts recently have denied a preliminary injunction against exclusion, the US District Court for the District of Massachusetts went the other way last week and granted the motion for an injunction filed by the New York Common Retirement Fund – and also denied the company’s motion to dismiss …
DOL Issues Guidance Indicating That Proxy Advisors Have ERISA Fiduciary Obligations
To implement President Trump’s Executive Order from December directing the DOL to revisit fiduciary rules for those advising on shareholder rights (e.g., proxy voting), the DOL recently issued this technical release that provides: 1. Proxy advisors often qualify as investment advice fiduciaries under ERISA. 2. State laws requiring disclosure of non-financial factors in proxy advice are not preempted by ERISA. Proxy advisors act as ERISA …
The Coming Reg S-K Overhaul: The Comment Letters
Over on Cooley’s “CapitalXchange,” this blog highlights the 28-page comment letter that Cooley recently submitted to the SEC on its proposal seeking to rethink Regulation S-K. As you can tell when you read the comment letter, a lot of thought was poured into it by our team and it’s nicely organized with an easy-to-understand format. Here are the primary themes: Here are the 110 comment …
Pro Tip: An OIRA Review Means That a SEC Rulemaking is Coming Soon
As we await the SEC’s proposal on semi-annual reporting – which should be dropped any day now – it’s a good time to highlight that a rulemaking from the SEC is likely to be coming soon if its listed as being under review by the White House’s Office of Information and Regulatory Affairs (known as “OIRA”). When President Trump signed this Executive Order over a …