Here’s an excerpt from this Cooley Alert penned by Ali Murata and Michael Bergmann: “According to the SEC, the percentage of issuers entitled to scaled disclosure relief would increase from 44% to 81% of registrants. The ability to rely on the scaled compensation disclosure is a significant advantage. Among other things, there is no requirement for a Compensation Discussion & Analysis or CEO pay ratio …
SEC Solicits Comments to Boldly Modernize the IPO Process
On the heels of last week’s proposals from the SEC on “registered offering reform” and “filer status reform,” SEC Chairman Paul Atkins delivered a speech two days ago seeking comment to boldly and creatively modernize the IPO process. As noted at the end of the speech, comments should be submitted by July 27th – which is the same deadline for comments on registered offering reform. …
Executive Order Targets Federal Contractors’ ‘Racially Discriminatory DEI Activities’
Here’s the intro from this Cooley Alert penned by MaryBeth Shreiner, Selin Akkan, David Fletcher, Beth Sasfai, Vince Sampson, Emily Mok, Shamis Beckley, and Anna Matsuo: “On March 26, 2026, President Donald Trump issued Executive Order No. 14398 (EO) targeting DEI activities by federal contractors and subcontractors. The EO, titled “Addressing DEI Discrimination by Federal Contractors,” highlights the administration’s belief that some entities, including federal …
SEC Proposes Simplified Filer Status Rules and Expanded Disclosure Accommodations
Here’s an excerpt from this Cooley Alert penned by Brad Goldberg, Beth Sasfai, Amanda Weiss, Su Lian Lu, Luci Altman, Liz Dunshee and Julia Boesch: Open questions and areas for comment The proposal raises several interpretive and policy questions on which the SEC has invited comment, and that may attract significant attention from practitioners and issuers, including:
The SEC Proposes to Ease Form S-3 Eligibility & More: Five Things
A few days ago, the SEC proposed major changes to the registered public offering process in an effort to dramatically increase the number of issuers eligible for shelf offerings and enhanced registration benefits – which combined with the proposal to simplify disclosure that I blogged about yesterday is one of the most significant reforms in decades. Here’s the 511-page proposing release – and here’s the …
The “Big 3” Institutional Investors Publish Their 2025 Stewardship Reports
The “Big 3” – BlackRock, Vanguard and State Street – have now all published their annual reports for 2025 of their stewardship activities. Note that BlackRock is the first to publish a report for each of its two stewardship teams. Here are the reports:
SEC Looking to Rescind Enforcement’s “Gag Rule”: Four Things to Know
Last week, the SEC had this pop up on OIRA’s regulatory dashboard: “Rescission of Policy Regarding Denials in Settlements of Enforcement Actions.” It’s listed there as a “final rule” and not a “proposal” – so it looks like the SEC will be changing its “neither admit nor deny” settlement policy. Here are four things to know:
SEC Shortens Tender Offer Window for Equity Awards in Certain Circumstances
Last month, the SEC issued relief – in the form of an exemptive order – permitting certain types of tender offers to remain open for only 10 business days, cutting in half the prior general requirement of 20 business days. Here’s an excerpt from this Cooley Alert penned by Ali Murata, Michael Bergmann and Janice Chan: “What this means for equity award tenders Because of …
The SEC’s Semiannual Reporting Proposal: Open Questions & Practice Pointers
After the SEC posted its proposing release for its semiannual reporting proposal last week, it posted this 3-minute video about the proposal. And here’s an excerpt from this Cooley Alert penned by Brad Goldberg, Beth Sasfai, Luci Altman, Vicky Peluso, Julia Boesch, Liz Dunshee, Sarah Seller and Reid Hooper: Open questions The SEC has solicited comments on a range of issues that may shape the …
The SEC Will Likely Rescind Its Climate Disclosure Rules Soon
Since OIRA recently noted that its currently reviewing a new rulemaking from the SEC to rescind its climate disclosure rules, we likely will see that action from the SEC soon. Here’s a refresher of the journey of the climate disclosure rules since the SEC adopted them in March 2024: