Here’s the intro from this Cooley Alert penned by MaryBeth Shreiner, Selin Akkan, David Fletcher, Beth Sasfai, Vince Sampson, Emily Mok, Shamis Beckley, and Anna Matsuo: “On March 26, 2026, President Donald Trump issued Executive Order No. 14398 (EO) targeting DEI activities by federal contractors and subcontractors. The EO, titled “Addressing DEI Discrimination by Federal Contractors,” highlights the administration’s belief that some entities, including federal …
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SEC Proposes Simplified Filer Status Rules and Expanded Disclosure Accommodations
Here’s an excerpt from this Cooley Alert penned by Brad Goldberg, Beth Sasfai, Amanda Weiss, Su Lian Lu, Luci Altman, Liz Dunshee and Julia Boesch: Open questions and areas for comment The proposal raises several interpretive and policy questions on which the SEC has invited comment, and that may attract significant attention from practitioners and issuers, including:
The SEC Proposes to Ease Form S-3 Eligibility & More: Five Things
A few days ago, the SEC proposed major changes to the registered public offering process in an effort to dramatically increase the number of issuers eligible for shelf offerings and enhanced registration benefits – which combined with the proposal to simplify disclosure that I blogged about yesterday is one of the most significant reforms in decades. Here’s the 511-page proposing release – and here’s the …
The SEC Proposes Simplified Disclosure for Most Companies: Six Things
Yesterday, the SEC proposed major changes to reduce complexity in the public company filer framework – which currently includes overlapping categories like large accelerated filers, accelerated filers, smaller reporting companies and emerging growth companies – in an effort to encourage companies to remain public by streamlining the filer status categories and extending scaled disclosure opportunities to more companies. Here’s the 318-page proposing release – and …
The “Big 3” Institutional Investors Publish Their 2025 Stewardship Reports
The “Big 3” – BlackRock, Vanguard and State Street – have now all published their annual reports for 2025 of their stewardship activities. Note that BlackRock is the first to publish a report for each of its two stewardship teams. Here are the reports:
SEC Looking to Rescind Enforcement’s “Gag Rule”: Four Things to Know
Last week, the SEC had this pop up on OIRA’s regulatory dashboard: “Rescission of Policy Regarding Denials in Settlements of Enforcement Actions.” It’s listed there as a “final rule” and not a “proposal” – so it looks like the SEC will be changing its “neither admit nor deny” settlement policy. Here are four things to know:
SEC Shortens Tender Offer Window for Equity Awards in Certain Circumstances
Last month, the SEC issued relief – in the form of an exemptive order – permitting certain types of tender offers to remain open for only 10 business days, cutting in half the prior general requirement of 20 business days. Here’s an excerpt from this Cooley Alert penned by Ali Murata, Michael Bergmann and Janice Chan: “What this means for equity award tenders Because of …
What’s the Historical Background of the CFIs? 9 Things to Know
Since Corp Fin recently renamed the CDIs to “CFIs” – “Corporation Finance Interpretations” to the “Compliance and Disclosure Interpretations” – I thought it would be a good time to recount the long history (50 years!) of this source of informal staff guidance. Here are nine things to know: Hat tip to Phil Brown, the former CEO of Intelligize and Tina Fukunaga, a retired SEC librarian …
The SEC’s Semiannual Reporting Proposal: Open Questions & Practice Pointers
After the SEC posted its proposing release for its semiannual reporting proposal last week, it posted this 3-minute video about the proposal. And here’s an excerpt from this Cooley Alert penned by Brad Goldberg, Beth Sasfai, Luci Altman, Vicky Peluso, Julia Boesch, Liz Dunshee, Sarah Seller and Reid Hooper: Open questions The SEC has solicited comments on a range of issues that may shape the …
How You Can Use AI to Help Your Proxy Drafting Process: Six Things
Recently, I blogged about how you should remain vigilant when using AI to help draft disclosure – and I parsed an example to scare you into not over relying on AI. In that example, AI drafted something that was strictly boilerplate. It doesn’t know your company’s facts and it can be tone deaf. It can overgeneralize, be inconsistent and miss material facts. And it doesn’t …