You’ll want to read the key takeaways in this Cooley Alert by Emma Bichet and Jack Eastwood that follow this intro: “On February 26, 2025, the European Commission (Commission) published a proposed ‘Omnibus package’ to streamline some of the recently adopted European Union (EU) sustainability laws. The laws in scope of the proposed Omnibus package are the Corporate Sustainability Reporting Directive (CSRD), the EU Taxonomy …
Proposed Section 162(m) Regulations: Status Going Forward?
Here’s the intro of this Cooley Alert penned by Ali Murata and Michael Bergmann: “In the last few days preceding President Donald Trump’s inauguration, the IRS under the Biden administration proposed regulations to implement amendments to Internal Revenue Code § 162(m) that were enacted in 2021 but will first become effective for taxable years beginning after December 31, 2026. The proposed regulations were published in …
BlackRock Engagements Are Back On!
A few days ago, I blogged that BlackRock had temporarily paused engagements so they could digest and adjust to Corp Fin’s new CDI positions regarding “control” and “influencing” a company when engaging. As noted in this Reuters article, BlackRock has now resumed its engagements. It has also been reported that Vanguard has temporarily paused its engagements – and I imagine that it too will resume …
Glass Lewis Changes Course on Board Diversity (Too)
Given the late season announcement last week from ISS on its board diversity voting policies, it’s not that surprising that Glass Lewis also has now announced changes to its voting policies in this area. Glass Lewis has sent a memo to clients – with further guidance coming on March 3rd after it hears feedback from its investor clients and after the DOJ issues a report …
A Response to Last Week’s Corp Fin Interps: BlackRock Stops All Scheduled Engagement!
As noted in the Cooley Alert from Brad Goldberg, Beth Sasfai, Reid Hooper and Michael Mencher that I blogged about yesterday, Corp Fin issued guidance last week that some thought could alter the nature of shareholder engagement going forward. As noted in this brief news article, BlackRock has cancelled all scheduled shareholder engagements with companies – the article says “temporarily” and that is all we …
Corp Fin Issues New Guidance on Shareholder Proposals and Engagement
Here’s the intro from this Cooley Alert from Brad Goldberg, Beth Sasfai, Reid Hooper and Michael Mencher: “On February 11 and 12, 2025, the staff of the Division of Corporation Finance (Staff) of the Securities and Exchange Commission (SEC) provided a pre-Valentine’s Day treat for public companies and shareholders to digest in the form of two new significant sets of guidance with the potential to …
Whoa! ISS Updates Its Voting Policies (Again) to No Longer Consider Board Diversity
In a rare move to update its voting policies in the midst of proxy season, ISS issued this press release stating it will no longer consider a board’s gender, racial or ethnic diversity when making director election recommendations. This policy change applies to the US benchmark and specialty policies of ISS – and apply to shareholder meeting reports published on or after February 25th. ISS …
Climate Disclosure: SEC’s Acting Chair Requests That Eighth Circuit Hold Off on Scheduling Argument
The SEC’s Acting Chair Mark Uyeda released this statement yesterday indicating that the agency has requested that the Eighth Circuit – where the cases challenging the SEC’s 2024 climate disclosure rules are consolidated – not schedule the case for argument until the SEC figures out its position under a new Commission composition. In other words, once incoming SEC Chair Paul Atkins is confirmed by the …
BlackRock and Vanguard Update Their Proxy Voting Guidelines
Here’s the intro from this Cooley Alert penned by a bevy of our finest: “On January 31, 2025, Vanguard issued its proxy voting policy for US portfolio companies, following the publication of BlackRock’s proxy voting guidelines for benchmark policies – US securities in December 2024. The updates from these two leading institutional investors introduce new provisions to reflect evolving perspectives on governance, compensation, sustainability and …
Real-Time! How the Proxy Season is Faring So Far
In this 8-minute video, Proxy Analytics’ Steve Pantina lets us know how the proxy season is looking so far, including: