Here’s the intro from this Cooley Alert penned by Emma Bichet, Rebecca Halbach and Jack Eastwood – check out the full alert for 13 key take-aways: “On July 3rd, the European Commission adopted a delegated act setting out revised European Sustainability Reporting Standards (ESRS) and a delegated act setting out voluntary reporting standards for smaller companies. The revised ESRS will replace the previous version of …
24-Hour Trading: Nasdaq’s FAQs and SEC’s Roundtable
Given the number of questions we’re fielding from clients about “24-hour” trading – which really is 23 hours long – it makes sense that the Nasdaq has populated its “Global Trading Hours” Hub with 18 FAQs on global trading hours and 13 FAQs on corporate actions. In addition, the SEC just announced it will host a roundtable about preparing for 24-hour trading on September 17th …
The SEC’s Proposed Regulation E-Delivery: Impact on Proxy Season
Following up on last week’s blog about the SEC’s e-delivery proposal, here’s an excerpt from this Cooley Alert penned by Brad Goldberg, Beth Sasfai, Michael Mencher, Luci Altman, Justin Kisner and Reid Hooper: “Impact on proxy season For public companies, the proposal’s most immediate practical impact falls on the annual proxy process. Transitions to default electronic delivery of proxy statements and annual meeting materials could …
The SEC Proposes Switching the E-Delivery Default
Talk about a topic near and dear to my heart. My first site – RealCorporateLawyer.com – was launched twenty-five years ago based on the expertise I gained when I was in Corp Fin in the mid-‘90s providing guidance on how the advent of the Internet impacted the federal securities laws. Providing guidance on e-delivery was a big part of that site. The SEC issued interpretative …
The Spring Reg Flex Agenda: A Record-Breaking Number of Rulemakings!
Recently, the SEC released its Spring 2026 Regulatory Flexibility Agenda and it contains a record number of rulemakings, many of them deregulatory in nature. There are 36 rulemakings listed in the “Proposed Rule Stage” (and two of them in the “Prerule Stage”). 36! A majority of these proposed rulemakings did not make the list in the Fall 2025 Reg Flex Agenda, with the SEC announcing …
Corp Fin Likely to Continue Not Actively Refereeing Shareholder Proposal Process
A few hours ago, SEC Chairman Paul Atkins delivered this speech at the Society of Corporate Governance conference. Besides the excitement of this Cooley Alert being cited several times in the footnotes, the speech touched upon the reforms underway related to disclosure materiality and shareholder proposals as follows: a. Disclosure Materiality 1. Restore SEC Disclosure to Materiality: Chairman Atkins argued that the SEC should return …
Supreme Court Expands Presidential Authority Over Independent Federal Agencies
Last week, the Supreme Court overturned its 91-year-old precedent – in Trump v. Slaughter – holding by a 6-3 vote that Congress can’t restrict the President’s ability to remove members of independent agencies like the FTC. Here are four things to know: 1. Presidential Removal Power Expanded: The decision embraces the ‘unitary executive theory,’ giving the President broader authority to remove executive branch officials without …
Supreme Court Rejects Investor Loss Requirement for SEC Disgorgement
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 …