In a rare move to update its voting policies in the midst of proxy season, ISS issued this press release stating it will no longer consider a board’s gender, racial or ethnic diversity when making director election recommendations. This policy change applies to the US benchmark and specialty policies of ISS – and apply to shareholder meeting reports published on or after February 25th. ISS …
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Form 10-K: Our Clawback Checkbox FAQs
We’re in Year 2 for the clawback checkboxes on the cover of the Form 10-K and we’re fielding a lot of questions from clients about them right now. As Cydney Posner noted a little while back in her Cooley blog, there is still a bit of confusion about these two newish checkboxes. Here’s a set of a dozen quick FAQs to help you understand these …
Climate Disclosure: SEC’s Acting Chair Requests That Eighth Circuit Hold Off on Scheduling Argument
The SEC’s Acting Chair Mark Uyeda released this statement yesterday indicating that the agency has requested that the Eighth Circuit – where the cases challenging the SEC’s 2024 climate disclosure rules are consolidated – not schedule the case for argument until the SEC figures out its position under a new Commission composition. In other words, once incoming SEC Chair Paul Atkins is confirmed by the …
New Administration Orders Repeal of 10 Regulations If One New Regulation Is Proposed or Adopted
Recently, the new administration issued this executive order mandating that federal agencies identify at least 10 regulations to be repealed if that agency proposes or adopts a new regulation, per Section 3 of the order. Section 5 defines “regulation” broadly to cover rules, regulations, policy statements and guidance. This is similar to the last time President Donald Trump was in office – except back then, …
Video Archive: “AI Disclosures for Public Companies”
We have posted the video archive for our recent webcast – “AI Disclosures for Public Companies” – featuring Cooley’s Kristen Mathews and Sarah Sellers exploring the evolving role of AI in public companies and related corporate governance and disclosure matters.
BlackRock and Vanguard Update Their Proxy Voting Guidelines
Here’s the intro from this Cooley Alert penned by a bevy of our finest: “On January 31, 2025, Vanguard issued its proxy voting policy for US portfolio companies, following the publication of BlackRock’s proxy voting guidelines for benchmark policies – US securities in December 2024. The updates from these two leading institutional investors introduce new provisions to reflect evolving perspectives on governance, compensation, sustainability and …
Real-Time! How the Proxy Season is Faring So Far
In this 8-minute video, Proxy Analytics’ Steve Pantina lets us know how the proxy season is looking so far, including:
Video Archive: “Writing an Effective MD&A”
We have posted the video archive for the recent webcast – “Writing an Effective MD&A” – featuring Cooley’s Carlos Ramirez and Alaina DeBona taking a look at MD&A requirements, with a focus on practical tips that you can apply as you work through the process of preparing MD&A disclosures.
Corp Fin Starts Redlining CDI Changes!
Sure, it’s important to know that Corp Fin recently issued three new CDIs and updated two existing CDIs regarding Notices of Exempt Solicitations (also known as “PX14A6G” filings). But the big news is that Corp Fin has started the practice of providing redlined versions of CDIs when it modifies them. This is a huge help, as before one had to slug the modified CDI against …
SEC Commissioner Hester Peirce Provides Some Tea Leaves
Normally, I don’t pay too much attention to the speeches that SEC Commissioners deliver because it’s the SEC Chair that wields the real clout. But given where we are with a new SEC Chair to be sworn in over the coming months – and the fact that SEC Commissioner Hester Peirce worked with Paul Atkins when he was last an SEC Commissioner – I found …