Yesterday, in the wake of engagement between the ABA’s JCEB (of which Cooley is a participant) and the Staff, Corp Fin issued three new CFIs under the “‘33 Act Rules,” one new CFI under “Section 16 Rules and Forms” and two new CFIs under “‘33 Act Forms” (as well as modified two other CFIs). One biggie is Question 271.28 under the ’33 Act Rules, which …
DOJ’s New Corporate Fraud Enforcement Directive: A Dozen Takeaways
Recently, the head of the DOJ’s National Fraud Enforcement Division (known as “NFED”) Colin McDonald issued Directive 26-12: “Corporate Enforcement in the Fight Against Fraud.” The Directive signals a more aggressive, coordinated and data-driven approach to corporate fraud enforcement, with greater emphasis on management accountability, taxpayer-related misconduct and centralized oversight. Although existing self-disclosure incentives remain intact, companies operating in the DOJ’s priority areas may face …
SEC Report on Climate Action 100+ Signals Broader Scrutiny of Coordinated Shareholder Voting
Last week – as noted in this Cooley Alert penned by Brad Goldberg, Beth Sasfai, Justin Kisner and Michael Mencher – the SEC issued this Section 21(a) Report of Investigation addressing the activities of Climate Action 100+ (CA100) and certain of its members in connection with the 2021 contested director election at ExxonMobil. The SEC determined not to pursue an enforcement action based on the …
Retail Voting Programs: Corp Fin Issues Two CFIs
On the heels of Corp Fin issuing two no-action responses on voting instruction plans to Goldman Sachs and Tesla last week – with the Tesla response specifically stating that other companies can rely on that guidance – the Staff issued two new CFIs yesterday about VIPs. One CFI states that a company can decide to offer only one type of standing voting instruction – so …
ISS Announces Global Benchmark Policy Survey Results
Yesterday, ISS released the results from its annual global benchmark policy survey. There were a number of key differences between investor and corporate/non-investor respondents on a number of issues – including on director tenure, semiannual reporting, discretionary bonuses and climate disclosure. Here are a dozen things we learned:
The SEC Creates a Framework for “Tokenized Stock”: You Could Be Impacted
The SEC issued this order last month about how people could trade the stock of public companies using “tokenized stock” – which uses distributed ledger technology. Although the SEC’s order doesn’t force companies to tokenize their shares, it has created a framework under which someone else may attempt to tokenize them – putting the burden on you to be prepared to make a potentially consequential …
Out With the Old: SEC Proposes to Trim Long-Standing Proxy Requirements
Here’s an excerpt from this Cooley Alert about the SEC’s recent proposal to modernize proxy solicitation penned by Brad Goldberg, Beth Sasfai, Justin Kisner, Alaina DeBona and Luci Altman: “Why this matters: A consistent theme of technology-driven modernization: The proxy solicitation proposal is perhaps best understood as part of a broader and consistent pattern under the current SEC administration to revisit disclosure and delivery requirements …
Tesla and Goldman Sachs Announce New “Voting Instruction Plans” for Retail Shareholders
A year ago, ExxonMobil secured a favorable no-action position from Corp Fin for a “voting instruction plan” intended to secure more votes from retail shareholders at its annual meeting. The program allows for voluntary standing “opt in” voting instructions for retail holders that follows the board’s recommendations, with annual reminders and the ability to override or cancel. Broadridge helped to run ExxonMobil’s program – and …
BlackRock Issues Its 2026 Global Voting Report
Recently, BlackRock released this 32-page investment stewardship report about how it voted globally for the year ended on June 30th. The voting stats are on page 29 in the first appendix. Here are eight things to know:
Vanguard’s Two Stewardship Teams Issue Their 2026 Voting Reports
Recently, both Vanguard Capital Management and Vanguard Portfolio Management each issued their annual stewardship reports to describe how they voted over the first half of 2026. This is the first time that each stewardship team has issued their own voting report. Interestingly, even though each team has identical voting policies, they interpreted those policies differently and the voting results didn’t wind up being identical.