Wow. By a 9-8 vote – that’s a close one! – the 5th Circuit decided that the SEC exceeded its authority when it approved the Nasdaq’s board diversity rule in Alliance for Fair Board Recruitment v. SEC last week. The 5th Circuit’s decision overrules a 5th Circuit panel decision from October 2023 that upheld the Nasdaq’s rule. It’s being reported that Nasdaq doesn’t intend to …
Corp Fin Director Erik Gerding to Depart
Not surprising given there are impending changes afoot for the positions of the SEC chair and the US president, Corp Fin Director Erik Gerding announced today that he will be leaving the SEC at the end of the year. Erik was well-liked by the Corp Fin Staff and boosted morale – so I’m sure he will be missed. Deputy Director Cicely LaMothe will step up …
The Latest Proxy Season Stats (& Expectations for ’25)
Related to today’s webcast – “Hot Governance and Engagement Proxy Tips You Need to Know” – courtesy of Steve Pantina of Proxy Analytics, here are 2024 proxy season stats through the end of November: 2024 Shareholder Proposal Stats Expectations for the 2025 Season Investor Guidelines Growing Divide Between Voting and Engagement
Shareholder Proposals: ISS-Corporate Tracks 10 Years of Trends
As we lurch toward the end of the year, it’s a good time to take stock of our lives. But also, it’s kind of nifty to compare where we are with shareholder proposals compared to a decade ago. This 13-page report from ISS-Corporate provides this trend data. Here are my top 10 takeaways from the trends:
What to Expect From the Mandatory Sustainability Disclosure Standards for Non-EU Companies
Here are four headline “Key Takeaways” about the draft sustainability reporting standards for non-EU parent companies from the European Financial Reporting Advisory Group (EFRAG), as pulled from this more detailed Cooley Alert penned by Emma Bichet and Jack Eastwood: By the way, here’s a 2-minute video about having a global strategic approach to ESG – and here’s another 2-minute video about adopting targets and goals …
Glass Lewis Updates Voting Policy Guidelines
Here is our alert penned by Michael Bergmann, Brad Goldberg, Ali Murata, Luci Altman and Michael Mencher about the 2025 voting policy guideline updates from Glass Lewis. Here is an excerpt from the alert: Board oversight of AI In the absence of material AI-related incidents, Glass Lewis will generally not make voting recommendations on the basis of a company’s AI oversight or disclosure. However, when …
A New Presidential Administration? We Really Don’t Know Much Yet
Following up on my recent blog – “A New Presidential Administration? Top Five Impacts in Our Space” – here are a few more thoughts based on my years of observing the SEC:
PCAOB Puts NOCLAR Proposal on Hold
Of course, it’s not just the SEC that will feel the impact of a new administration. Even quasi-regulators like the PCAOB are impacted. Hence, the PCAOB’s recent decision to put its pending rulemaking that would broaden the scope of auditor responsibilities for audit client noncompliance with laws and regulations – known as NOCLAR – on hold, as noted in this “Accounting Today” article. Just a …
A New Presidential Administration? Top Five Impacts in Our Space
With the US election now over, there are a host of outlets out there speculating about what the result means for the world. For our corporate governance and securities space, here are my five quick takes about what the new administration might mean:
More on “What You Need to Do Now to Prepare for the SEC’s EDGAR Next”
Here’s an excerpt from this Cooley Alert by Beth Sasfai, Brad Goldberg, and Luci Altman that contains practice tips in the wake of the SEC’s new EDGAR Next (which we have already blogged about a few times): “What should public companies do now to comply with Next?