Last month, Corp Fin’s Office of Small Business Policy issued no-action relief to a company from the requirement to file an annual report on Form 1-K under Regulation A – despite the fact that the company didn’t qualify for reporting suspension under Rule 257(d) of Regulation A. Corp Fin based its reasoning upon public policy considerations underlying the Reg A reporting requirements, as the company …
ISS’ Global Benchmark Survey: The Primary Questions
Last week, ISS launched its latest annual ‘Global Benchmark Policy Survey’ – responses are due by August 22nd. Here are the primary questions (I didn’t include the multiple-choice answers): The vast majority of shareholder proposals at US companies are precatory (non-binding), so that even if a proposal receives majority support, it remains up to the board to determine exactly how (or even whether) to implement …
COSO Drops Proposed Corporate Governance Framework (For Now)
Last week, COSO withdrew its public exposure draft for a corporate governance framework just a month after it was proposed. This was a set of FAQs about it that was posted when the proposal first was made. Immediately upon release, a number of complaints were voiced about the proposed framework. It’s notable that COSO has indicated that it may release an updated proposal somewhere down …
Corp Fin Revises 18 “Schedule 13D/G” CDIs
A few days ago, Corp Fin revised a total of 18 CDIs related to Schedule 13Ds and 13Gs, mainly to align them with the changes to the rules related to those Schedules made back in October ’23. The CDIs are redlined by Corp Fin as is their new practice. As noted by Cooley’s Justin Kisner, the updates can be categorized to be in three buckets:
Proxy Season Highlights: Shareholder and Management Proposals
Here’s an excerpt from this jam-packed Cooley Alert penned by Michael Mencher, Brad Goldberg, Vince Flynn, and Ali Murata: “Institutional Shareholder Services (ISS) issued fewer adverse recommendations again this proxy season, opposing just 11.3% of director nominees, down from 12.7% in 2024 and 13.6% in 2023. Despite this reduced opposition, ISS’s influence remained stable. Directors receiving ISS support averaged 96.5% support, while those facing ISS …
Nevada Enacts Law to Provide More Statutory Liability Protections
Recently, Nevada passed new legislation (AB 239) to amend the Nevada Revised Statutes to provide a number of statutory liability protections, including de-emphasizing the use of Delaware case law in interpreting Nevada law. Here are five key aspects of this new legislation: 1. Modernizing fiduciary duty for controlling stockholders Nevada now defines a controlling stockholder based on actual voting power (enough to elect a board …
BlackRock’s Latest Stewardship Report: 11% of Shareholder Proposals Supported Last Year
Recently, BlackRock released its “2024 Investment Stewardship Annual Report” – here’s a 25-page executive summary. Here are six lessons learned – although note this is all about last year; not the latest proxy season: 1. Corporate governance remains a core focus. In 2024, BlackRock’s stewardship engagements largely centered on governance themes – like board quality, strategy, financial resilience and executive compensation – highlighting governance as …
Corp Fin Revises Two (And Withdraws One) Legal Proceeding Disclosure CDIs
A few weeks ago, Corp Fin revised two – and withdrew one – of the Legal Proceedings CDIs under Item 103 of Regulation S-K. These CDI changes are catching up to the reorg of Item 103 that the SEC made five years ago when the SEC incorporated Item 103’s instructions into the rule itself rule and changed the environmental proceeding quantitative thresholds. These new changes …
PCAOB May Survive Just Yet…
Last month, I blogged that the PCAOB may be absorbed by the SEC under the budget reconciliation bill that is making its way towards the finish line. In that blog, I indicated that the only thing that might stop the merger of the agencies is if the Senate parliamentarian rules that it isn’t germane to the budget. As noted in this press release by the …
Deep Dive: The SEC’s “Foreign Private Issuer” Concept Release
In this 18-minute video, Cooley’s Courtney Thorne, Katie Kazem and Reid Hooper explain: 1. What is a “foreign private issuer”? And a summary of the FPI concept release. 2. An explanation of what a ‘concept release’ is. And why the SEC issued this particular concept release at this time 3. Where do FPI companies go from here? What should companies be thinking about going forward?