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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 …

What the No-Action Letter Landscape Tells Us About Preparing for 2026

Here’s the intro from this “Cooley Alert” penned by Brad Goldberg, Beth Sasfai, Reid Hooper, Michael Mencher, Justin Kisner and Stephanie Gambino: “The 2025 proxy season marked a turning point in the SEC’s administration of shareholder proposals. Over the course of the season, the staff of the Division of Corporation Finance (staff) received a significant increase in no-action requests under Rule 14a-8 of the Securities …

Texas AG Probes ISS and Glass Lewis Over ESG

As noted in this press release from Texas Attorney General Ken Paxton, he is investigating ISS and Glass Lewis “for potentially misleading institutional investors and public companies by issuing voting recommendations that advance radical political agendas rather than sound financial principles.” The press release notes his office has issued civil investigative demands to both firms to determine whether they violated Texas consumer protection laws, including …

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 …

A First Look! ExxonMobil Files Initial Solicitation Materials for Retail ‘Opt In’ Voting Program

Hat tip to Cooley’s Vince Flynn for a heads up about these solicitation materials recently filed by ExxonMobil with the SEC related to its retail voting program that I blogged about last week. The program provides beneficial owners and registered holders the opportunity to ‘opt in’ to provide standing instructions to cast their shareholder meeting votes so that they are aligned with the company’s board …

The Responses to the ISS Policy Survey Are Here

Here’s a rundown of the dozen topics noted in this 40-page summary of responses from the recent ISS policy survey. It’s expected that ISS will drop policy updates in November:  1. Multiclass capital structures (all countries): Investors largely agree (71%) that non-common shares with superior voting rights should be treated similarly to common shares with multiple votes. Non-investors mostly disagree (62%). 2. Burden of proof …

SEC Reverses Policy to Be Neutral on Mandatory Arbitration Bylaws

At an Open Commission Meeting last week, the SEC approved a 20-page policy statement reversing a longstanding policy that the Staff wouldn’t accelerate the effectiveness of a registration statement if the company’s bylaws had a provision mandating arbitration. The SEC also made a related change to Rule 431(e) of the Rules of Practice so that the delegated authority for the Staff to declare registration statements …

Corp Fin Blesses ‘Opt-In’ Standing Voting Instruction Program for Retail Holders

Recently, Corp Fin’s Office of Mergers & Acquisitions issued this notable no-action relief to ExxonMobil to enable retail holders of the company to provide standing instructions to have their votes cast at annual shareholder meetings in support of the board’s recommendations. Here’s a WSJ article about the program. This type of program might be attractive to those companies that have large numbers of retail holders …