Here’s an excerpt from this Cooley Alert penned by Beth Sasfai, Brad Goldberg, Michael Mencher, Vince Flynn, Victoria Peluso, Reid Hooper and Justin Kisner: “As of June 1st, companies had submitted 170 Rule 14a-8(j) exclusion notices under the SEC staff’s current no-action policy since its announcement in November 2025, compared to 360 no-action requests submitted during the comparable period of the prior season (November 2024 through May 2025). Even accounting …
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The SEC’s General Counsel Rusty McGranahan: 12 Things to Know
Here are 12 key takeaways from my interview with SEC General Counsel Rusty McGranahan that I blogged about last week:
SEC Proposes Broad Expansion of Shelf Registration Access and Capital Markets Efficiencies
Here’s an excerpt from this Cooley Alert penned by Rich Segal, Chad Mills, Julia Boesch, Reid Hooper, Liz Dunshee, Luci Altman, Victoria Peluso, Katherine Denby and Christine Turner: “The proposal, if adopted, would restructure the registered offering framework. The significance of the changes will depend on where an issuer sits in the capital markets landscape. For large-cap, exchange-listed issuers that are WKSIs under the current …
Have We Seen the Last of the Open Commission Meetings? (Does It Matter?)
Did you notice that the SEC hasn’t held an open Commission meeting so far this year? Me neither. Which should lead us both to conclude that it doesn’t matter. Because it doesn’t. In fact, the SEC has only held four open Commission meetings in 2025. That is the fewest in memory for me. On average, the SEC held about 22 open meetings before Covid – …
The SEC’s GC: Rusty McGranahan on “All Things SEC”
In this 42-minute video, the SEC’s General Counsel – Rusty McGranahan – discusses, among other things:
Corp Fin Director Jim Moloney Discusses the Latest
Episode 2 of SEC Chair Paul Atkins’ new podcast “Material Matters” featured Corp Fin Director Jim Moloney. Here’s ten things that Jim said during the 25-minute podcast:
SEC Proposes to Rescind Climate Disclosure Rules
A little over two years since they were initially adopted, the SEC has formally proposed to rescind its climate disclosure rules, as noted in this press release. Here’s the 134-page proposing release – and the fact sheet. Here’s a statement from Chairman Atkins. Last year, the SEC voted to stop defending the rule against court challenges, as noted in this recent blog that recaps the rule’s legal …
SEC Proposes Sea Change in Compensation Disclosure Rules (For All But Largest Issuers)
Here’s an excerpt from this Cooley Alert penned by Ali Murata and Michael Bergmann: “According to the SEC, the percentage of issuers entitled to scaled disclosure relief would increase from 44% to 81% of registrants. The ability to rely on the scaled compensation disclosure is a significant advantage. Among other things, there is no requirement for a Compensation Discussion & Analysis or CEO pay ratio …
SEC Solicits Comments to Boldly Modernize the IPO Process
On the heels of last week’s proposals from the SEC on “registered offering reform” and “filer status reform,” SEC Chairman Paul Atkins delivered a speech two days ago seeking comment to boldly and creatively modernize the IPO process. As noted at the end of the speech, comments should be submitted by July 27th – which is the same deadline for comments on registered offering reform. …
Executive Order Targets Federal Contractors’ ‘Racially Discriminatory DEI Activities’
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 …