On Friday, Corp Fin extended the original grant of global no-action relief to insiders of foreign private issuers in countries impacted directly by the war going on in Iran – so that the compliance deadline for those insiders is May 29th (rather than the original extension deadline of April 20th, which is today). The countries impacted are those “organized and headquartered in Israel or any …
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What Foreign Issuers Should Know About SEC Trading Suspensions
In this article, Cooley’s Will Pao, Tejal Shah and Bingxin Wu discuss the SEC’s suspension of trading for 14 Asia-based companies due to potential market manipulation – and recommend that foreign issuers consider evaluating their vulnerability to third-party market manipulation and develop a response plan in the event of a stock price rally that potentially triggers regulatory scrutiny.
Yes, Your CEO’s AI Prompts May Be Discoverable (and Can Be Problematic)
Recently, we were all reminded that any type of internal communications – including AI prompts! – are discoverable and can become the “smoking gun” in a lawsuit. In a $250 million M&A earnout dispute, as reflected in this court’s post-trial decision, the buyer was found by the Delaware Court of Chancery to have intentionally undermined the earnout and prevented the seller from achieving it. A …
SEC Chairman Atkins (Again) Highlights Initiative to Make IPOs Attractive
In this recent speech, SEC Chairman Paul Atkins again highlighted his three pillars in his “Make IPOs Great Again” plan (here’s a blog about his October speech kicking off this plan). The three pillars were described in this speech as:
Shareholder Proposals: Trillium’s Use of Non-Litigation to Negotiate an Inclusion
During this proxy season, we’ve seen a spate of lawsuits filed by proponents in reaction to companies attempting to exclude their shareholder proposals. In this announcement, Trillium highlights that it recently threatened to use a different tactic if the company didn’t include the shareholder proposal it had submitted. Trillium states it would have used the pathway provided in the company’s bylaws to submit that proposal …
A Number of Updated Investor Policies
Recently, these institutional investors – and CII – updated their voting policies (the parens below indicates notable changes):
Seven Ways AI Can Help During Your Annual Shareholders Meeting
I’ve blogged several times recently about the ways you might – and might not – use AI to help you take notes during a variety of meetings. Now let’s tackle how you might use AI to help run an annual shareholders meeting. If you’re using a “sandboxed” AI model – i.e., your input isn’t placed into the public domain – here are seven ways that …
White House Releases AI Regulatory Blueprint: What the National Policy Framework Means for Companies
Here’s the intro from this Cooley Alert penned by Sean Quinn, Michael Egan, Janet Kim, Bobby Ghajar, Jude Lauter, Tristan Lockwood, Adam Silow and Rebecca Kahn: “On March 20, 2026, the White House released its National Policy Framework for Artificial Intelligence (“the Framework”) outlining the administration’s recommended federal approach to AI regulation. The Framework is the most concrete statement yet of where the administration wants Congress …
How to Handle the Vanguard Schedule 13G Amendments in Your Proxy
You’ll recall that last summer, The Vanguard Group, Inc. announced plans to split into two wholly owned U.S. investment advisors: Vanguard Capital Management (“VCM”) and Vanguard Portfolio Management (“VPM”) – and that split became effective in January. Last week, The Vanguard Group, Inc. filed over a thousand Schedule 13G amendments – as you can see from this list of filings – disclosing that it should …
“The Last Chapter in the Book of Howey” Comes to Life!
Recently, I blogged about public company pain points as part of the SEC’s Project Crypto – a blog which garnered a lot of attention – but one thing I failed to highlight is how the advent of crypto assets and the efforts to regulate them has impacted the long-standing Howey test that all of us know when we first learned the importance of knowing what …