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A New Prep Playbook: How to Prepare for Activism

I’m loving this piece posted on the “Cooley M&A” blog entitled “Activism in 2025 and Beyond: Universal Proxy, Litigation Leverage and a New Playbook for Preparedness” that includes a host of nuggets gleaned from a recent “Market Talks” panel featuring Cooley’s Bill Roegge, Jamie Leigh and Sean Brownridge, as well as Goldman Sachs’ Neil Rudisill and Collected Strategies’ Jim Golden. Here’s an excerpt: Universal proxy …

The Nuts & Bolts of Settling with SEC’s Enforcement While Simultaneously Obtaining a Waiver

Here’s something from Cooley’s Tejal Shah who just left the SEC’s Enforcement Division to join the firm: “Recently, SEC Chairman Paul Atkins issued this statement in an effort to restore the SEC Enforcement Division’s prior practice of permitting a settling entity to request that the Commission simultaneously consider a potential defendant’s offer of settlement that addresses both an underlying enforcement action and any related request …

How the SEC’s Shutdown is Impacting EDGAR Next

Recently, I blogged about “What the SEC’s Shutdown Means for You.” I didn’t address how the shutdown impacts the onboarding of EDGAR Next – but now that the shutdown has dragged on for two weeks, we can report on some personal experiences here at Cooley. The SEC’s shutdown plan on pages 12-13 notes that “The Commission’s EDGAR system is operated pursuant to a contract and …

The SEC’s Inspector General Recommends Changes for Corp Fin’s Disclosure Review

Recently, the SEC’s Office of Inspector General issued this report summarizing its audit of Corp Fin’s disclosure review program. The purpose of the audit was two-fold as to whether the review program: The audit found: 1.  Documentation and guidance on annual report selection and scoping were lacking. Over the last two years, Corp Fin’s rationale for selecting companies for elective annual report reviews was often …

The Impending Government Shutdown: This One is Different?

There have been so many ‘impending’ government shutdowns that get resolved at the last minute that I have become immune to the threats when they are just around the corner. This one feels different to me in a variety of ways (see this ABC News article for gloss). A shutdown would start next Wednesday if Congress doesn’t pass a funding bill before then. If a …

Corp Fin’s New CDI on Filer Determination Status (Good News for Non-Accelerated Filers)

A few weeks ago, Corp Fin issued a new CDI that didn’t get a lot of attention because the SEC didn’t push out an email alert about it like it normally does. The upshot of the CDI is that a non-accelerated filer can now continue to be a non-accelerated filer for the fiscal year immediately following loss of “smaller reporting company” status, on the basis …