Corp Fin certainly has been busy updating its CDIs. Last week, Corp Fin issued two new Rule 13e-3 going-private CDIs (as well as a conforming revision to an existing CDI), two new tender offer CDIs and one updated Form S-4 business combination CDI. Cooley’s Justin Kisner offers the following observations on the updates: “The Rule 13e-3 and tender offer CDIs do not represent a shift …
Corp Fin Director Jim Moloney Highlights Upcoming Attractions
If you’ve been reading this blog on a regular basis, you know that the SEC – including Corp Fin – has has been very active over the past year announcing a number of rulemaking and initiatives to come. Corp Fin Director Jim Moloney delivered this speech at Northwestern’s recent “Securities Regulation Institute” highlighting the actions that Corp Fin is planning – and indicating that what’s …
SEC to Start Suspending Filings with XBRL Errors in Filing Fee Exhibits
Last week, the SEC announced that its moving towards stricter enforcement of Inline XBRL (iXBRL) data quality as the agency will suspend filings made on EDGAR – rather than merely issuing warnings – for fee-bearing forms (such as registration statements) that have XBRL errors in the filing fee exhibits. The SEC will begin suspending filings with XBRL errors in those exhibits on March 16th – although …
California’s SB 253 and SB 261: Developments and Litigation
Here’s the intro from this Cooley Alert penned by Beth Sasfai, Michael Mencher, Vince Flynn and Jordan Cohen: “On November 18, 2025, the US Court of Appeals for the Ninth Circuit issued a temporary injunction blocking enforcement of SB 261 (climate-related financial risk reporting) pending appeal, but not affecting SB 253 (greenhouse gas emissions reporting). Oral arguments before the Ninth Circuit took place on January …
Second Institutional Investor Stops Using Proxy Advisors
Last week, Wells Fargo’s Wealth & Investment Management announced it had launched an internal proxy voting service – powered by Broadridge – and would cut ties to ISS in the process as noted in this Reuters article. This follows in the footsteps of J.P. Morgan Asset Management’s decision to stop using proxy advisors. Note that this new approach doesn’t apply to Wells Fargo’s mutual funds, …
Broker Search: NYSE Aligned With Corp Fin on New CDI
Recently, Corp Fin issued a slew of new and revised CDIs and New Question 133.02 states that Corp Fin recognizes that the “broker search” may be completed in less than 20 business days prior to record date. In other words, Corp Fin won’t object if a registrant conducts its “broker search” less than 20 business days before the record date, provided that the registrant reasonably believes …
A Podcast on Precatory Shareholder Proposals
Recently, John Jenkins hosted this 30-minute podcast on TheCorporateCounsel.net with our own Brad Goldberg and Morris Nichols’ Kyle Pinder about precatory shareholder proposals. Topics covered:
Key Updates in BlackRock’s and Vanguard’s Updated Voting Guidelines
Here’s an excerpt from this Cooley Alert penned by Brad Goldberg, Beth Sasfai, Michael Mencher, Luci Altman and Vince Flynn (see the full Alert for a recap of about Vanguard’s updates): BlackRock: What changed in 2026 Universal changes BIS introduced several notable shifts in tone and framing across its 2026 guidelines. The firm replaced “vote against” with “not support” when describing potential voting actions and generally …
Corp Fin Director Jim Moloney Talks Disclosure Reform
New Corp Fin Director Jim Moloney delivered remarks a few days ago at Northwestern’s annual Securities Regulation Institute that are notable – and in line with the theme of Chairman Atkins’ October speech in which he stated that one of his top priorities is to make being a public company an attractive proposition and that he is hoping to simplify and scale the SEC’s disclosure …
Corp Fin Revamps a Slew of CDIs (Including Objecting to Voluntary Exempt Solicitations on Form PX14A6G)
Last Friday, Corp Fin revised nine CDIs, issued eight new CDIs – and withdrew ten CDIs. A huge shout out to Cooley’s Justin Kisner for the analysis of the CDIs below that are related to the proxy season and deals; the last group of changes listed in section D below are primarily a bunch of “integration” CDI withdrawals or revisions to bring Corp Fin’s interpretive …