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 …
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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 …
Lessons From the Skies for Executive Compensation Programs
Here’s the intro from this Cooley Alert penned by Ali Murata and Michael Bergmann: “As seasoned pilots know, a downward spiral often starts gradually, almost imperceptibly, unless you heed the early warning signs. If those signs are missed or ignored, trouble compounds. It’s often tough to know whether you’re really in a spiral until it starts to tighten, and at some point – sometimes seemingly …
The Shareholder Proposal Exclusion Risk Is Real: Another Lawsuit Filed
As noted in this press release, another lawsuit was filed by a proponent against a company which had filed this detailed Rule 14a-8(j) notice with the SEC intending to exclude a proposal seeking a report detailing the healthcare impacts of the company’s acquisitions strategy over the last decade. Here’s the complaint filed in the US District Court for the District of Columbia. At this juncture …
Project Crypto’s Sleeper Storyline: Addressing Public Company Pain Points
A lot is going on over at the SEC to set up a new regulatory framework for cryptocurrency (for example, see this press release from last week) – and maybe you think as a public company junkie that it doesn’t effect you. But it does. Liz Dunshee and Reid Hooper explain in this Cooley “CapitalXchange” blog – here’s a teaser to get your attention: “It’s …
New SEC Enforcement “SOX Group” to Target Auditors
As noted in this Reuters article, the SEC’s Enforcement Division has formed a new “SOX Group” that will target auditors for violations of auditing and professional standards. Here’s the job posting for the head of this new group, which includes a high-level description of this new group. This is happening at the same time that the SEC is cutting the budget – and thus the …
Corp Fin’s “CDIs” Become the “CFIs”!
I’m a wee bit compulsive about some small things that I find guilty pleasure in. One nice bit of news is that Corp Fin has quietly changed “Compliance and Disclosure Interpretations” to “Corporation Finance Interpretations.” Meaning that we now have “CFIs” instead of “CDIs” or “CD&Is” or “C&DIs.” I’ve always had a pet peeve about people saying “CD&Is.” I ran a poll over a dozen years …
SEC Sued Over Not Refereeing Rule 14a-8 Process
Last week, two shareholder advocacy groups – the Interfaith Center on Corporate Responsibility and As You Sow – sued the SEC over its statement issued last November that it wouldn’t respond to Rule 14a-8 no-action requests – at least until September 30, 2026 – unless a company is seeking relief under Rule 14a-8(i)(1). Here’s a press release from the shareholder advocacy groups – and here’s …
Corp Fin Issues New “ATM/Baby Shelf” CFI
Cooley’s Reid Hooper and Asa Henin note that Corp Fin issued this new Form S-3 CFI yesterday on baby shelfs and at-the-market offerings (CDIs are now called “CFIs,” which I’ll be blogging about next week): “Question 116.26: A company entered into a sales agreement with a named selling agent for an at-the-market offering of an amount of securities that the company reasonably expected to offer and …