According to this WSJ article, the Trump administration is considering an executive order targeting proxy advisors like ISS and Glass Lewis. The proposed executive order parameters might include: Officials are also exploring ways to limit how index-fund managers vote, with one idea requiring fund managers to mirror client votes for those investors who choose to exercise voting rights. Discussions are ongoing and fluid, with multiple …
Microsoft Excludes Chevedden Proposal on Procedural Grounds Without No-Action Relief (Due to Shutdown)
As a byproduct of the government shutdown, Microsoft has decided to exclude a shareholder proposal submitted by John Chevedden on the grounds that it wasn’t submitted timely – even though the company hasn’t received no-action relief because Corp Fin isn’t processing no-action requests due to the shutdown, as noted in this Bloomberg article. Here’s a letter to Corp Fin informing it of the company’s decision …
Vanguard Adds $1.4 Trillion in Funds to Its Voting Choice Program
We’ve been blogging quite a bit about ExxonMobil’s retail voting program, including this blog about a recent lawsuit filed against it. It remains to be seen whether other companies will pursue this type of program even though many are investigating whether they should. On other side of the coin, Vanguard recently announced that it will add over $1.4 trillion of its funds – including its …
Unanswered Questions on California Climate Reporting
Here’s an excerpt from this Cooley Alert penned by Beth Sasfai and Michael Mencher: “Open questions for companies Despite the flurry of guidance documents, significant uncertainties remain for companies potentially subject to the California climate reporting statutes. Covered entities While the publication of a preliminary covered entities list provided some insights, consequential questions remain for companies hoping to determine whether they are covered by the …
How Might SEC Chairman Atkins’ Speech Affect Your Comp-Related Shareholder Proposals?
I’ve blogged about 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. What might be the consequences of this new SEC position? To address that, here’s an excerpt from this Cooley Alert penned by Michael Bergmann and Ali Murata: …
ISS Proposes 8 Changes to US Voting Policies
Not long ago, I blogged about a survey of the responses to ISS’ annual policy survey. Now, ISS has posted its proposed voting policy changes for 2026. Comments are due by November 11th. As noted in greater detail in this Cooley Alert, there are a total of 19 proposed policy changes including these eight policy changes that would apply in the US: 1. E&S Proposals: …
Historic IPO(s) Price During Government Shutdown
As highlighted in this press release – and this related case study – Cooley was issuer’s counsel in the MapLight Therapeutics IPO that priced earlier this week. It’s a rarity for an IPO to price during a government shutdown (and Cooley helped Navan price an IPO yesterday, so two historic IPOs in a single week). So much so that SEC Chairman Paul Atkins tweeted about …
Will Lack of Shareholder Proposals Mean More ‘Vote No’ Campaigns? Maybe It Already Has…
I’ve blogged a few times about how the SEC Chairman Paul Atkins has delivered a speech in which he stated that one of his top priorities is to make being a public company an attractive proposition, with eliminating precatory shareholder proposals being one of the goals. In the speech, Chairman Atkins indicated that there’s no firm basis under Delaware law for a shareholder right to …
The Nuts & Bolts of Settling with SEC’s Enforcement While Simultaneously Obtaining a Waiver
Here’s something from Cooley’s Tejal Shah who just left the SEC’s Enforcement Division to join the firm: “Recently, SEC Chairman Paul Atkins issued this statement in an effort to restore the SEC Enforcement Division’s prior practice of permitting a settling entity to request that the Commission simultaneously consider a potential defendant’s offer of settlement that addresses both an underlying enforcement action and any related request …
Florida City Pension Fund Sues ExxonMobil Over Retail Voting Program
Recently, I blogged about a Cooley Alert detailing some opposition to retail voting programs patterned after the one pioneered by ExxonMobil, including noting how some aspects of the campaign against these voting programs are misleading. Now the City of Hollywood Police Officers’ Retirement System has filed a proposed class action in U.S. District Court of New Jersey on behalf of ExxonMobil shareholders against the company …