Following up on last week’s blog about the stats on this: Ahead of this proxy season, Corp Fin issued this statement saying that it wouldn’t respond to no-action requests – at least until September 30, 2026 – unless a company is seeking relief under Rule 14a-8(i)(1), the “not a proper subject under federal or state law” exclusion basis for companies incorporated in Delaware. Companies are …
Do Institutional Investors Have a Fiduciary Duty (Sometimes) Not to Vote Proxies?
Last week, the SEC’s Division of Investment Management Director Brian Daly delivered this speech that discussed fiduciary duties and proxy voting. Here are the main points of the speech: 1. Proxy Voting is a Key Focus: Daly emphasized that proxy voting is a central part of the SEC’s regulatory agenda. He referenced President Trump’s Executive Order directing the SEC Chairman to reconsider the regulation of …
The SEC (Broadly) Solicits Comment on the Entirety of Regulation S-K
Yesterday, SEC Chairman Paul Atkins issued this statement soliciting comments on the entirety of Regulation S-K, “with the goal of revising the requirements to focus on eliciting disclosure of material information and avoid compelling the disclosure of immaterial information.” While receiving comments by the deadline of April 13th, Corp Fin is conducting a comprehensive review of Regulation S-K. Not sure what the end result will …
First Institutional Investor to Stop Using Proxy Advisors?
According to this WSJ article, J.P. Morgan Asset Management has stopped using proxy advisors – which is believed to be the first time an institutional investor hasn’t used ISS or Glass Lewis as part of its proxy voting analytical process in a long time. Instead, J.P. Morgan Asset Management will use its own internal AI-powered platform to help decide how to vote its proxies. It …
BlackRock Investment Stewardship’s Updated Guidelines: Nine Things to Know
Here’s a summary of key updates that BlackRock Investment Stewardship (BIS) recently made to its proxy voting guidelines, penned by Cooley’s Brad Goldberg, Beth Sasfai, Michael Mencher and Vince Flynn. The upshot is that the 2026 updates largely reinforce trends from last year, including a sharper emphasis on financial materiality, the removal of “diversity” terminology in favor of experience- and skills-based framing, more neutral language designed …
What to Expect Now from the SEC’s Enforcement Division
Here’s the intro from this entry on Cooley’s “Securities Litigation + Enforcement” blog penned by Luke Cadigan, Tejal Shah, Elizabeth Skey, Samanta Kirby and Bingxin Wu: “When Paul Atkins became the new chairman of the Securities and Exchange Commission (SEC) in April 2025, the market expected enforcement actions against public companies to decrease. Chairman Atkins has criticized the prior SEC administration’s pursuit of large corporate …
New California Law Restricts Ability to Compel Repayments From Employees Upon Termination
Here’s a Cooley Alert penned by Ali Murata and Michael Bergmann: “Earlier this year, California enacted Assembly Bill 692, which could dramatically affect many common techniques used by employers to recover funds from terminating employees. As further described in this November 24 client alert, for employment contracts entered into on or after January 1, 2026, the new law generally prohibits inclusion of (or requiring a …
EU Reaches Agreement on ‘Omnibus I’ Impacting CSRD and CSDDD Compliance for US Companies
Here’s the intro for this Cooley Alert penned by Cooley’s Emma Bichet and Jack Eastwood: “On December 9th, European Union (EU) institutions finally reached agreement on ‘Omnibus I’. Once the agreement is formally adopted, this will amend and simplify the EU’s Corporate Sustainability Reporting Directive (CSRD) and Corporate Sustainability Due Diligence Directive (CSDDD). This will have broad implications for EU and non-EU businesses affecting whether …
Five-Day EDGAR Weekend for the Holidays!
On the heels of the Trump Administration declaring that this Wednesday and Friday will each be considered a federal holiday – in addition to Christmas – the SEC announced that those days will also be deemed a holiday for EDGAR purposes and that any filings due on December 24th to December 26th will have its due date pushed to Monday, December 29th, which is EDGAR’s …
FPI Insiders Required to File Section 16 Reports: Five Things to Know
As I recently blogged, the defense spending bill that has now been passed by both the House and the Senate includes a provision – the “Holding Foreign Insiders Accountable Act” – that President Trump signed into law last Thursday. This new law requires the SEC to change Rule 3a12-13(b) under the Exchange Act – under which FPIs have been exempt from the requirements of Section 16 …