The SEC just dropped a bevy of proposals – and interpretive positions – that look to reshape future proxy seasons and disclosure practices in a dramatic way. How will those impact those in-house? What processes and procedures should you be rethinking in anticipation? What should you be telling your management team and board? Join us on Thursday, October 15th for a webcast – “It’s Happening! …
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Tesla and Goldman Sachs Announce New “Voting Instruction Plans” for Retail Shareholders
A year ago, ExxonMobil secured a favorable no-action position from Corp Fin for a “voting instruction plan” intended to secure more votes from retail shareholders at its annual meeting. The program allows for voluntary standing “opt in” voting instructions for retail holders that follows the board’s recommendations, with annual reminders and the ability to override or cancel. Broadridge helped to run ExxonMobil’s program – and …
BlackRock Issues Its 2026 Global Voting Report
Recently, BlackRock released this 32-page investment stewardship report about how it voted globally for the year ended on June 30th. The voting stats are on page 29 in the first appendix. Here are eight things to know:
Vanguard’s Two Stewardship Teams Issue Their 2026 Voting Reports
Recently, both Vanguard Capital Management and Vanguard Portfolio Management each issued their annual stewardship reports to describe how they voted over the first half of 2026. This is the first time that each stewardship team has issued their own voting report. Interestingly, even though each team has identical voting policies, they interpreted those policies differently and the voting results didn’t wind up being identical.
An Inside Look at Cooley’s New AI Tool for IPOs: “Cooley GO Public”
I am very excited about the recent launch of “Cooley GO Public,” an AI-powered tool – developed with OpenAI – designed to help the firm with the IPO process. Cooley’s David Peinsipp was interviewed by Law.com about this groundbreaking development – here’s an excerpt: “The decision to develop a proprietary tool followed a period of experimentation by the firm’s capital markets attorneys and reflected the …
The SEC’s “Roundtable on 24-Hour Trading Preparations”: 11 Things to Know
During last week’s the SEC’s “Roundtable on Preparations for 24-Hour Trading,” panelists generally conveyed substantial confidence that the technical infrastructure for 23×5 trading will be ready by December 6th, but they noted that technical readiness is only the first chapter. The bigger question is whether overnight trading develops sufficient liquidity, execution quality, resiliency, harmonization and price stability to attract institutions and support issuers as well …
Delaware Planning to Tackle a Rule 14a-8 Void?
As we noted in this Cooley Alert, state law and governing documents would take on greater significance if the SEC was to adopt its proposal to rescind Rule 14a-8. Texas has already enacted an opt-in statutory framework addressing shareholder proposal rights more broadly. In Delaware, whether shareholders have an inherent right to bring precatory proposals remains unsettled – and indeed, it looks like that issue …
The Potential Future for Preliminary Proxies
Below is an excerpt from this excellent Cooley Alert about the SEC’s proposal to rescind Rule 14a-8 penned by Brad Goldberg, Beth Sasfai, Michael Mencher, Liz Dunshee, Vince Flynn, Amanda Weiss and Justin Kisner: “Change in preliminary proxy filing requirements: The proposed amendments also would amend Rule 14a-6 so that the submission of a shareholder proposal outside the 14a-8 process would not itself trigger a …
The SEC’s “Shareholder Proposal” Proposal: A Nutshell Infographic!
If you didn’t catch the awesome infographic from this excellent Cooley Alert that I blogged about on Friday, read it and weep (if you click the first link in this blog, you can see a clearer version than what can be displayed in this blog):
Rescission of Rule 14a-8 Would Redirect Activism, Not Eliminate It
Below are the “Key Takeaways” from this excellent Cooley Alert penned by Brad Goldberg, Beth Sasfai, Michael Mencher, Liz Dunshee, Vince Flynn, Amanda Weiss and Justin Kisner: “1. Rescission of Rule 14a-8 would redirect activism, not eliminate it. Activism efforts are likely to shift toward other strategies, including director “vote no” campaigns, proxy contests, litigation, direct engagement and targeted publicity campaigns. If adopted, the proposed …