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:
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 …