Last month, I blogged that the PCAOB may be absorbed by the SEC under the budget reconciliation bill that is making its way towards the finish line. In that blog, I indicated that the only thing that might stop the merger of the agencies is if the Senate parliamentarian rules that it isn’t germane to the budget. As noted in this press release by the …
Deep Dive: The SEC’s “Foreign Private Issuer” Concept Release
In this 18-minute video, Cooley’s Courtney Thorne, Katie Kazem and Reid Hooper explain: 1. What is a “foreign private issuer”? And a summary of the FPI concept release. 2. An explanation of what a ‘concept release’ is. And why the SEC issued this particular concept release at this time 3. Where do FPI companies go from here? What should companies be thinking about going forward?
Vanguard Will Restructure Into Two Distinct Investment Advisors
Last week, Vanguard issued this statement announcing a plan to split its investment management and stewardship functions into these two wholly-owned investment advisors, perhaps to help manage its growth per this Morningstar piece: Here are four things to know:
Texas Legislature Passes Law to Rein in Proxy Advisors
Recently, the Texas Legislature passed Senate Bill 2337 (SB 2337) in an effort to regulate proxy advisors – including ISS and Glass Lewis – when they provide proxy voting recommendations for those companies that are either: If signed by the Texas Governor, the law becomes effective on September 1st like other recent business-friendly laws enacted in that state (like this one relating to shareholder proposals). …
The SEC Withdraws Its Shareholder Proposal Rule Proposal That Would Have Modified Three Bases for Exclusion
Last week, the SEC issued a notice of formal withdrawal for 14 proposed rulemakings that were issued a few years ago – these rules were never adopted. The only Corp Fin rulemaking in this group was this proposal from 2022 that sought to amend Rule 14a-8 by modifying the substantial implementation, duplication, and resubmission bases for exclusion of shareholder proposals. Speaking of Rule 14a-8, as …
The FPI Concept Release: The SEC’s Concerns
A few days ago, I blogged about the SEC issuing this 71-page concept release to rethink the definition of “foreign private issuer.” This Cooley Alert penned by Brad Goldberg, Beth Sasfai, Reid Hooper and Shari Ness delves into what the regulatory concerns are – and what the potential regulatory responses could be. Here’s an excerpt: “Regulatory concerns: Key concerns raised by the SEC in the …
The SEC’s Concept Release on the ‘Foreign Private Issuer’ Definition: Why It Matters
Last week, the SEC issued this 71-page concept release to rethink the definition of “foreign private issuer” and determine which companies should get the benefits of reporting under the FPI reporting framework. Here’s the press release and the fact sheet. Comments are due 90 days from the concept release being published in the Federal Register. These two changes noted in the fact sheet highlight why …
Securities Class Action Settlement Trends: Smaller Sizes and Smaller Players
Here are the key takeaways from a recent Cornerstone Research report that’s summarized in this Cooley “Securities Litigation & Enforcement” note from Brett De Jarnette and Ziwei Xiao:
Antitrust Scrutiny of the ‘Big Three’ Asset Managers’ ESG Policies Heats Up
As noted in this WSJ article, the Department of Justice and Federal Trade Commission recently raised concerns in a “joint statement of interest” that large asset managers – including the “Big Three” of BlackRock, Vanguard and State Street – may have violated antitrust laws by using their influence to promote ESG policies that reduce coal production, potentially harming competition and consumers. In the joint statement …
Crypto Companies: “‘Come In and Register’ – Now With Directions”
Here’s the intro from this Cooley Alert penned by Derek Colla, Pang Lee, Rodrigo Seira, Joyce Wang and Will Pao: “For years, the Securities and Exchange Commission’s invitation to crypto companies sounded simple: “Come in and register.” But there was no map, no guide and no obvious way forward – only uncertainty and risk. That changed on April 10, when the SEC’s Division of Corporation …