Here’s the intro from this Cooley blog penned by Luke Cadigan, Tejal Shah, Elizabeth Skey and Samantha Kirby: “On June 4, 2026, the US Supreme Court held that the Securities and Exchange Commission (SEC) need not prove that investors suffered actual financial loss to obtain disgorgement in a civil action. In a unanimous opinion authored by Justice Neil Gorsuch, Sripetch v. SEC, the Court reached this conclusion by relying …
Can The SEC Conduct Business If It Only Has Two Commissioners?
I’ve seen this movie before and it’s not as scary as you would think. When I worked at the SEC during the mid-‘90s, the SEC only had two Commissioners for a spell – Chair Arthur Levitt and Commissioner Steven Wallman – and the only odd thing about it was that it looked a little silly during an open (or closed) Commission meeting as only two …
Proxy Season Recap: Governance Proposals
Here’s an excerpt from this Cooley Alert penned by Beth Sasfai, Brad Goldberg, Michael Mencher, Vince Flynn, Victoria Peluso, Reid Hooper and Justin Kisner: “Governance proposals remained steady in volume and continue to receive relatively robust support. Proponents submitted 319 governance proposals in 2026, compared to 305 in 2025 and 316 in 2024, and average support of 33.8% is only slightly below the 35.2% and …
Proxy Season Recap: Shareholder Proposal Exclusions & Litigation
Here’s an excerpt from this Cooley Alert penned by Beth Sasfai, Brad Goldberg, Michael Mencher, Vince Flynn, Victoria Peluso, Reid Hooper and Justin Kisner: “As of June 1st, companies had submitted 170 Rule 14a-8(j) exclusion notices under the SEC staff’s current no-action policy since its announcement in November 2025, compared to 360 no-action requests submitted during the comparable period of the prior season (November 2024 through May 2025). Even accounting …
The SEC’s General Counsel Rusty McGranahan: 12 Things to Know
Here are 12 key takeaways from my interview with SEC General Counsel Rusty McGranahan that I blogged about last week:
SEC Proposes Broad Expansion of Shelf Registration Access and Capital Markets Efficiencies
Here’s an excerpt from this Cooley Alert penned by Rich Segal, Chad Mills, Julia Boesch, Reid Hooper, Liz Dunshee, Luci Altman, Victoria Peluso, Katherine Denby and Christine Turner: “The proposal, if adopted, would restructure the registered offering framework. The significance of the changes will depend on where an issuer sits in the capital markets landscape. For large-cap, exchange-listed issuers that are WKSIs under the current …
The SEC’s GC: Rusty McGranahan on “All Things SEC”
In this 42-minute video, the SEC’s General Counsel – Rusty McGranahan – discusses, among other things:
Corp Fin Director Jim Moloney Discusses the Latest
Episode 2 of SEC Chair Paul Atkins’ new podcast “Material Matters” featured Corp Fin Director Jim Moloney. Here’s ten things that Jim said during the 25-minute podcast:
SEC Proposes to Rescind Climate Disclosure Rules
A little over two years since they were initially adopted, the SEC has formally proposed to rescind its climate disclosure rules, as noted in this press release. Here’s the 134-page proposing release – and the fact sheet. Here’s a statement from Chairman Atkins. Last year, the SEC voted to stop defending the rule against court challenges, as noted in this recent blog that recaps the rule’s legal …
SEC Proposes Sea Change in Compensation Disclosure Rules (For All But Largest Issuers)
Here’s an excerpt from this Cooley Alert penned by Ali Murata and Michael Bergmann: “According to the SEC, the percentage of issuers entitled to scaled disclosure relief would increase from 44% to 81% of registrants. The ability to rely on the scaled compensation disclosure is a significant advantage. Among other things, there is no requirement for a Compensation Discussion & Analysis or CEO pay ratio …