Here’s a note that Cooley’s Courtney Thorne just posted on LinkedIn: “Less than an hour ago, the SEC issued an exemptive order – Release No. 34-104931 – granting conditional relief from the Section 16(a) insider reporting requirements for directors and officers of certain foreign private issuers that commence on March 18th. We at Team Cooley LLP (led by the incredible Reid Hooper on this initiative) …
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Section 16 Reporting Obligations for FPI Insiders Begins March 18th (After SEC Adopted New Rules Last Week)
With just a few weeks before the March 18th start date of Section 16(a) obligations for insiders of foreign private issuers, here’s a Cooley Alert – which includes all you need to know about last week’s 47-page adopting release that conforms the Section 16 rules with the newly enacted “Holding Foreign Insiders Accountable Act” (HFIAA) – penned by Reid Hooper, Luci Altman, Jie Zhang, Darren …
Vanguard Settles State Antitrust Suit By Committing to Remain Passive
Last week, as noted in this press release, Vanguard settled antitrust challenges from a group of 13 state attorney generals by agreeing to pay $29.5 million and bolster its passive investing approach. The suit had been brought in the U.S. District Court in the Eastern District of Texas over Vanguard’s climate policies. As noted in this blog, the DOJ and FTC also have been pressuring …
Delaware Supreme Court Upholds SB 21!
Last week, in Rutledge v. Clearway Energy Group LLC, No. 248, 2025 (Del. Feb. 27, 2026), the Delaware Supreme Court upheld the validity of SB 21, including the provisions that provide for its retroactive application. Here’s a statement from the Delaware Governor. You might recall that SB 21 is legislation that Delaware enacted last March – designed to counter any notion that there is a DExit …
An AI-Alternative Proxy Advisor: Tumelo
With two investors having recently announced they would no longer be using traditional proxy advisors in the US, I thought it would be a good time to sit down with Will Goodwin – co-founder of Tumelo – to learn more about ProxyBeacon, an AI tool that is designed to support investment stewardship teams with faster, customized and auditable proxy research and recommendations. Romanek: How does …
The Shareholder Proposal Exclusion Risk Is Real: Two Lawsuits Settle
A few days ago, I blogged a summary of the three pending lawsuits filed by proponents against companies who had received Rule 14a-8(j) responses from Corp Fin. Now, two of the three lawsuits have settled with the companies agreeing to include the shareholder proposal on the ballot. The two lawsuits that settled are the situation with a substantive basis exclusion that had a minimal mini-no-action …
SEC Updates Its “Enforcement Manual”!
A few days ago, the SEC announced it has updated its 115-page Enforcement Manual, with its first refresh in nine years. The Manual’s changes reflect the direction that SEC Chairman Paul Atkins and Enforcement Director Margaret Ryan have noted would be made to the Division’s policies and procedures since they got into office. As someone who wrote the “SEC Enforcement Handbook” for TheCorporateCounsel.net many years …
The Shareholder Proposal Exclusion Risk Is Real: Now Up to Three Lawsuits
Last week, I blogged about how four NYC public pension funds sued a company in a New York federal court over its decision to exclude a workforce diversity shareholder proposal after the company decided it had a “reasonable basis” to exclude and went through the process to procure this Rule 14a-8(j) “no objections” letter from Corp Fin. In that blog, we noted that the company’s …
Shareholder Activism: Trends to Consider
Here’s an excerpt from an entry on “Cooley’s M&A Blog” penned by Jamie Leigh, Sean Brownridge, Bill Roegge, Kevin Cooper, Lucas Wherry and Simon Trisk about recent shareholder activism trends and what to expect this year: “Activists view CEO turnover as an opportunity to pursue campaigns. During the past year, 18% of US campaigns were initiated following CEO turnover, a 38% increase over the four-year …
SEC Chairman Atkins Talks Executive Compensation Disclosure
On Friday, I blogged about this recent speech from SEC Chairman Paul Atkins in the risk factors context. Today, I’m blogging about what the Chairman said about executive compensation disclosure. You will recall that last summer, the SEC solicited comment on modernizing Item 402 of Regulation S-K as part of a roundtable held on that topic (here’s the Cooley Alert about that roundtable). Here are …