Here’s an excerpt from this Cooley Alert penned by Brad Goldberg, Beth Sasfai, Michael Mencher, Luci Altman and Vince Flynn (see the full Alert for a recap of about Vanguard’s updates): BlackRock: What changed in 2026 Universal changes BIS introduced several notable shifts in tone and framing across its 2026 guidelines. The firm replaced “vote against” with “not support” when describing potential voting actions and generally …
Corp Fin Director Jim Moloney Talks Disclosure Reform
New Corp Fin Director Jim Moloney delivered remarks a few days ago at Northwestern’s annual Securities Regulation Institute that are notable – and in line with the theme of Chairman Atkins’ October speech in which he stated that one of his top priorities is to make being a public company an attractive proposition and that he is hoping to simplify and scale the SEC’s disclosure …
Corp Fin Revamps a Slew of CDIs (Including Objecting to Voluntary Exempt Solicitations on Form PX14A6G)
Last Friday, Corp Fin revised nine CDIs, issued eight new CDIs – and withdrew ten CDIs. A huge shout out to Cooley’s Justin Kisner for the analysis of the CDIs below that are related to the proxy season and deals; the last group of changes listed in section D below are primarily a bunch of “integration” CDI withdrawals or revisions to bring Corp Fin’s interpretive …
SEC Commissioner Uyeda Speaks on Disclosure Reform
At Northwestern’s annual Securities Regulation Institute in San Diego yesterday, SEC Commissioner Mark Uyeda delivered this speech about how securities law reform in the Corp Fin area might unfold. His main themes consisted of: Commissioner Uyeda provided these examples of things that could be tackled as part of the SEC’s Regulation S-K reform project:
ISS Updates Its FAQs to Align With ‘26 Proxy Guidelines
Last month, I blogged several times about what ISS changed in its proxy voting guidelines for this proxy season. Now, ISS has updated its three sets of FAQs – consisting of Non-Compensation FAQs; Executive Compensation FAQs; and Equity Plan Compensation FAQs – to align with those changes and provide more color. Three of the non-compensation FAQs, 15 of the compensation FAQs; and 8 of the …
Corp Fin’s Senior Staff: Three Deputy Directors!
A few days ago, the SEC issued this press release with a list of the current senior staffers in Corp Fin. Director Jim Moloney started his job a few months ago – and now he has three Deputy Directors! Cicely LaMothe recently retired and Duc Dang was promoted to serve as Deputy Director for disclosure operations in her stead. Christina Thomas was just rehired by …
Vanguard’s Updated Voting Policies: Seven Things to Know
Last week, Vanguard updated its voting policies for this proxy season. Remember that Vanguard has split its stewardship teams into two – and for this proxy season, it appears there are no substantive differences between the Vanguard Capital Management policy and the Vanguard Portfolio Management policy for US companies. Overall, Vanguard’s policy updates closely track the trends we saw in BlackRock’s recent updates, including a …
Shareholder Proposals: What Do the Exclusion Notices Look Like So Far?
Following up on last week’s blog about the stats on this: Ahead of this proxy season, Corp Fin issued this statement saying that it wouldn’t respond to no-action requests – at least until September 30, 2026 – unless a company is seeking relief under Rule 14a-8(i)(1), the “not a proper subject under federal or state law” exclusion basis for companies incorporated in Delaware. Companies are …
Do Institutional Investors Have a Fiduciary Duty (Sometimes) Not to Vote Proxies?
Last week, the SEC’s Division of Investment Management Director Brian Daly delivered this speech that discussed fiduciary duties and proxy voting. Here are the main points of the speech: 1. Proxy Voting is a Key Focus: Daly emphasized that proxy voting is a central part of the SEC’s regulatory agenda. He referenced President Trump’s Executive Order directing the SEC Chairman to reconsider the regulation of …
The SEC (Broadly) Solicits Comment on the Entirety of Regulation S-K
Yesterday, SEC Chairman Paul Atkins issued this statement soliciting comments on the entirety of Regulation S-K, “with the goal of revising the requirements to focus on eliciting disclosure of material information and avoid compelling the disclosure of immaterial information.” While receiving comments by the deadline of April 13th, Corp Fin is conducting a comprehensive review of Regulation S-K. Not sure what the end result will …