Corp Fin is completely out of the shareholder proposal business! As we predicted a little while back, Corp Fin announced today that it will no longer process no-action requests under Rule 14a-8 going forward. This position now even includes requests made under Rule 14a-8(i)(1) “not a proper subject” (which the Staff was open to processing over the past year – but they never received a …
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Audit Committees: How to Help Solve an Unbearable Workload
One of the biggest problems that audit committees face is that their jurisdiction has steadily grown over the years such that they are now covering too many different areas and have an unsightly workload. What to do? The logical answer is to move oversight over some of the areas for which the audit committee doesn’t have to be involved to another board committee. Here are …
A Harbinger of DOJ Antitrust Actions Against ISS and Glass Lewis?
Just as the rise of AI (and other factors) seem to have lessened the impact of ISS and Glass Lewis on voting decisions during the proxy season, the DOJ’s Antitrust Division withdrew a position – as stated in a Business Review Letter from 1987 – that it had no intention to bring action under the antitrust laws upon the formation of ISS way back when. …
Texas Stock Exchange Proposes Bold Proposal to Overhaul Broker Voting
As Liz recently blogged, the Texas Stock Exchange has proposed replacing the current broker discretionary voting system with a mandatory proportional voting framework for all uninstructed shares held by brokers on behalf of beneficial owners. Here are seven things to know about the proposal: 1. End of Broker Discretion – Under the proposal, brokers would no longer be permitted to cast discretionary votes on uninstructed …
Another Dozen Things In-House Practitioners Are Saying About Using AI
Given that AI is top of mind for so many of us right now, I’ve started polling our in-house friends about how they’re using AI in their practice (here’s my first blog with in-house anecdotes). As one might expect, the perspectives and views are varied:
Can Companies Deliver Two Different Versions of a Proxy to Shareholders?
With e-delivery in the news – specifically the SEC’s proposed Regulation E-Delivery – I’ve been reminiscing about the days in the mid-’90s when I worked in Corp Fin’s Office of Chief Counsel and I used to provide guidance to folks about how to read the SEC’s 1995 and 1996 interpretive releases when it came to applying the federal securities laws to activities on the Internet. …
Video Archive: “Proxy Season Recap – 10 Hot Topics”
Check out this video archive to hear Cooley’s Liz Dunshee, Vince Flynn, Ali Murata, Michael Mencher and Broc Romanek – along with Steve Pantina, CEO of Proxy Analytics – discuss how this wild proxy season went down, including these agenda items: 1. The Noise Before the Storm: What Actually Happened with Shareholder Proposals 2. E&S Proposals: Dead or Just Different? 3. The New No-Action Environment …
Proposed Reg E-Delivery: Impact on Employer Obligations for Equity Comp
Here’s an excerpt from this Cooley Alert penned by Ali Murata, Michael Bergmann and Dillon Jones: “Federal securities laws impose delivery obligations on companies in connection with director and executive incentive equity compensation programs – from Form S-8 prospectuses to equity award agreements and even tender offer materials. Now, those rules may change in a significant way. The SEC recently proposed Regulation E-Delivery, a sweeping …
A Dozen Things Those In-House Are Saying About Using AI
Given that AI is top of mind for so many of us right now, I’ve started polling our in-house friends about how they’re using AI in their practice. As one might expect, the perspectives and views are varied:
European Commission Adopts Revised EU CSRD Reporting Standards
Here’s the intro from this Cooley Alert penned by Emma Bichet, Rebecca Halbach and Jack Eastwood – check out the full alert for 13 key take-aways: “On July 3rd, the European Commission adopted a delegated act setting out revised European Sustainability Reporting Standards (ESRS) and a delegated act setting out voluntary reporting standards for smaller companies. The revised ESRS will replace the previous version of …