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 …
AI Regulation: Executive Order Puts Federal Government and States on a Collision Course
Here’s the intro from this Cooley Alert penned by our stellar AI practice group that remains at the frontier of AI law: “On December 11, 2025, President Donald Trump signed an executive order (EO) seeking to limit states’ regulation of artificial intelligence (AI) and to establish instead “a minimally burdensome national policy framework for AI.” Trump’s move creates significant uncertainty for states like California and …
CARB Announces Company-Friendly Expectations for First-Year California Climate Reporting
Here’s an excerpt from this Cooley Alert penned by Cooley’s Beth Sasfai, Michael Mencher, Vince Flynn and Jordan Cohen with key-takeways coming out of a recent California Air Resources Board (CARB) virtual workshop that provided useful informal guidance on climate reporting: “CARB’s November 18th workshop included several significant and consequential changes that may both reduce the number of companies covered by the climate reporting rules …
More on “Glass Lewis Releases Benchmark Policy Updates”
Recently, I blogged about how Glass Lewis released its Benchmark Policy changes for 2026, which are included in this 90-page document. Here’s a Cooley Alert penned by Cooley’s Brad Goldberg, Beth Sasfai, Ali Murata, Michael Bergmann, Michael Mencher, Vince Flynn and Jordan Cohen that goes into more detail about the policy changes. Here’s an excerpt about mandatory arbitration: “In its 2026 Benchmark Policy, Glass Lewis expanded …
White House’s Executive Order on Proxy Advisors: 7 Things to Know Now
Last night, the Trump Administration issued this executive order (and a related fact sheet) aimed at the proxy advisors in the US, specifically ISS and Glass Lewis. With a hat tip to Cooley’s Reid Hooper, Michael Mencher and Brad Goldberg, here are seven things to know: 1. No direct impact on this proxy season: There doesn’t appear to be anything in the executive order that …
Coming Soon? Section 16 Obligations for Foreign Private Issuers
Buried inside the annual defense spending bill that’s working its way through Congress right now is the “Holding Foreign Insiders Accountable Act.” As noted on page 2718 of this House bill (see below for the actual provision), the legislation would impose Section 16 obligations on insiders of foreign private issuers for the first time. The House will vote this week – and the Senate next …
More on “ISS Releases 9 Benchmark Policy Updates for the US”
Last week, I blogged about how ISS has released its updated proxy voting guidelines for 2026. We now have this Cooley Alert that delves into what ISS has changed in greater detail. Here’s an excerpt: “Shareholder proposals Referencing changing investor sentiment and low support at annual meetings, the 2026 policy update includes significant changes to ISS’ approach to E&S shareholder proposals, replacing a previous presumption …
Glass Lewis Releases Benchmark Policy Updates
Yesterday, Glass Lewis released its Benchmark Policy changes for 2026, which are included in this 90-page document. The primary changes include:
A Trio of Notable Proxy Advisor Developments
Here are three recent developments impacting ISS and Glass Lewis: 1. Florida Attorney General sues ISS and Glass Lewis – As noted in this article, the Florida Attorney General has sued ISS and Glass Lewis, alleging that both proxy advisors have violated Florida’s consumer protection and antitrust laws by deceiving investors. This lawsuit is similar to the one filed recently by the Texas Attorney General …