Last night, the Trump Administration issued this executive order (and a related fact sheet) aimed at the proxy advisors in the US, specifically ISS and Glass Lewis. With a hat tip to Cooley’s Reid Hooper, Michael Mencher and Brad Goldberg, here are seven things to know: 1. No direct impact on this proxy season: There doesn’t appear to be anything in the executive order that …
Coming Soon? Section 16 Obligations for Foreign Private Issuers
Buried inside the annual defense spending bill that’s working its way through Congress right now is the “Holding Foreign Insiders Accountable Act.” As noted on page 2718 of this House bill (see below for the actual provision), the legislation would impose Section 16 obligations on insiders of foreign private issuers for the first time. The House will vote this week – and the Senate next …
More on “ISS Releases 9 Benchmark Policy Updates for the US”
Last week, I blogged about how ISS has released its updated proxy voting guidelines for 2026. We now have this Cooley Alert that delves into what ISS has changed in greater detail. Here’s an excerpt: “Shareholder proposals Referencing changing investor sentiment and low support at annual meetings, the 2026 policy update includes significant changes to ISS’ approach to E&S shareholder proposals, replacing a previous presumption …
Glass Lewis Releases Benchmark Policy Updates
Yesterday, Glass Lewis released its Benchmark Policy changes for 2026, which are included in this 90-page document. The primary changes include:
A Trio of Notable Proxy Advisor Developments
Here are three recent developments impacting ISS and Glass Lewis: 1. Florida Attorney General sues ISS and Glass Lewis – As noted in this article, the Florida Attorney General has sued ISS and Glass Lewis, alleging that both proxy advisors have violated Florida’s consumer protection and antitrust laws by deceiving investors. This lawsuit is similar to the one filed recently by the Texas Attorney General …
ISS Releases 9 Benchmark Policy Updates for the US
Last week, ISS released its updated proxy voting guidelines for 2026. Here’s a 19-page summary – and a 35-page summary of the changes for the Americas. There is a total of 10 changes applicable in the US, eight of which are US-specific and two of which are global. There are two separate E&S shareholder proposal policy changes – one for the US and one that …
Corp Fin’s New Shareholder Proposal Position: Every Silver Lining Has a Touch of Grey
Here’s an excerpt from this Cooley Alert about last week’s Corp Fin statement saying that it won’t respond to no-action requests – at least until September 30, 2026 – unless a company is seeking relief under Rule 14a-8(i)(1)’s “not a proper subject under federal or state law”: “Although the staff’s new approach ostensibly makes it easier for companies to exclude shareholder proposals under Rule 14a-8, …
Ninth Circuit Temporarily Freezes California Climate Reporting (SB 261)
Here’s news from Cooley’s Beth Sasfai and Michael Mencher: “A few days ago, the US Court of Appeals for the Ninth Circuit issued a temporary injunction blocking enforcement of California Senate Bill 261. This decision follows an emergency application from several groups – including the US Chamber of Commerce – to the US Supreme Court seeking to halt enforcement of both SB 261 and SB …
Corp Fin (Mostly) Gets Out of the Shareholder Proposal Processing Business
Perhaps not too surprising given the recent speech by SEC Chairman Paul Atkins that effectively cast doubt on the viability of precatory shareholder proposals if state law dictates that result and a company obtains a legal opinion to that effect, Corp Fin issued this statement this morning saying that it won’t respond to no-action requests – at least until September 30, 2026 – unless a …
Corp Fin Issues “Reopening” Guidance (And It Has to Process 900 Registration Statements!)
Yesterday, in addition to noting its backlog includes 900 registration statements, Corp Fin posted this list of 9 “reopening” FAQs, which can be summarized as follows: And Cooley’s Reid Hooper adds this FAQ to the mix about the timing of registration statement reviews: “The timing for the review of filings made during the shutdown should be the same for initial reviews (27-30 days) and they …