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:
The SEC Proposes Optional Semiannual Reporting: Form 10-S!
Yesterday, the SEC proposed rule and form amendments to allow companies the option of filing semiannual reports in lieu of quarterly reports. That’s a pretty fast turnaround for a proposal this important since President Trump first announced the idea back in September. Here’s the press release, fact sheet – and 279-page proposing release. And here’s SEC Chair Paul Atkin’s statement – as well as Commissioner …
Lots of New Technology Options for Retail Investors
It seems like a day doesn’t go by in which I don’t read a story about a new form of technology designed to assist retail holders so they can participate in the stock market in one form or another. Here’s a recent flurry of these articles:
ICCR Fills the EDGAR Gap By Providing a List of Voluntary Exempt Solicitations
Back in January, Corp Fin posted a new CFI that prohibits shareholders from filing voluntary Notices of Exempt Solicitation on EDGAR. Under Exchange Act Rule 14a-6(g), shareholders owning more than $5 million of a company’s securities generally must file a Notice of Exempt Solicitation on EDGAR – on Form PX14A6G – when soliciting shareholders on a topic without seeking to act as a proxy. However, …
Federal Court Enjoins Company From Excluding Shareholder Proposal
We have the latest from this season’s battle in the courts over shareholder proposals. While two other courts recently have denied a preliminary injunction against exclusion, the US District Court for the District of Massachusetts went the other way last week and granted the motion for an injunction filed by the New York Common Retirement Fund – and also denied the company’s motion to dismiss …
DOL Issues Guidance Indicating That Proxy Advisors Have ERISA Fiduciary Obligations
To implement President Trump’s Executive Order from December directing the DOL to revisit fiduciary rules for those advising on shareholder rights (e.g., proxy voting), the DOL recently issued this technical release that provides: 1. Proxy advisors often qualify as investment advice fiduciaries under ERISA. 2. State laws requiring disclosure of non-financial factors in proxy advice are not preempted by ERISA. Proxy advisors act as ERISA …
The Coming Reg S-K Overhaul: The Comment Letters
Over on Cooley’s “CapitalXchange,” this blog highlights the 28-page comment letter that Cooley recently submitted to the SEC on its proposal seeking to rethink Regulation S-K. As you can tell when you read the comment letter, a lot of thought was poured into it by our team and it’s nicely organized with an easy-to-understand format. Here are the primary themes: Here are the 110 comment …
Pro Tip: An OIRA Review Means That a SEC Rulemaking is Coming Soon
As we await the SEC’s proposal on semi-annual reporting – which should be dropped any day now – it’s a good time to highlight that a rulemaking from the SEC is likely to be coming soon if its listed as being under review by the White House’s Office of Information and Regulatory Affairs (known as “OIRA”). When President Trump signed this Executive Order over a …