Back in June, Texas passed a law – known as “Senate Bill 2337” – that mandates certain disclosures when proxy advisors recommend casting a vote for “non-financial reasons” or provide conflicting advice to multiple clients. The “non-financial” reasons include a recommendation wholly or partly based on environmental, social or governance investing, diversity, equity or inclusion, social credit or sustainability scores or membership in or commitment …
Glass Lewis Policy Benchmark Survey: The Primary Topics
Recently, I blogged about how ISS is soliciting input on its annual policy benchmark survey. Glass Lewis has also released its annual policy benchmark survey, with responses due by September 15th. Here are the 19 primary areas for which Glass Lewis is seeking input:
Antitrust Regulators Provide Guidance About When Shareholder Engagement Might Become An Issue
I’m not well-versed in antitrust law – nor do I want to be – but this recent FTC/DOJ Statement of Interest from the antitrust lawsuit filed by the State of Texas against BlackRock, State Street and Vanguard bears on shareholder engagement, particularly in the wake of Corp Fin’s recent updated Schedule 13G/D CDIs that I blogged about a few months ago. This is the first …
Updated EU CSRD Reporting Standards Proposed
As noted in this Cooley Alert, the long-awaited drafts of the updated European Sustainability Reporting Standards (ESRS) were published and are now open for public consultation. The ESRS are the mandatory reporting standards for European Union (EU) companies subject to the EU Corporate Sustainability Reporting Directive (CSRD). These updates will impact many US companies if they are in scope of the CSRD via their EU …
Corp Fin Continues to Make Reg A Offerings Easier to Conduct
Last month, Corp Fin’s Office of Small Business Policy issued no-action relief to a company from the requirement to file an annual report on Form 1-K under Regulation A – despite the fact that the company didn’t qualify for reporting suspension under Rule 257(d) of Regulation A. Corp Fin based its reasoning upon public policy considerations underlying the Reg A reporting requirements, as the company …
ISS’ Global Benchmark Survey: The Primary Questions
Last week, ISS launched its latest annual ‘Global Benchmark Policy Survey’ – responses are due by August 22nd. Here are the primary questions (I didn’t include the multiple-choice answers): The vast majority of shareholder proposals at US companies are precatory (non-binding), so that even if a proposal receives majority support, it remains up to the board to determine exactly how (or even whether) to implement …
COSO Drops Proposed Corporate Governance Framework (For Now)
Last week, COSO withdrew its public exposure draft for a corporate governance framework just a month after it was proposed. This was a set of FAQs about it that was posted when the proposal first was made. Immediately upon release, a number of complaints were voiced about the proposed framework. It’s notable that COSO has indicated that it may release an updated proposal somewhere down …
Corp Fin Revises 18 “Schedule 13D/G” CDIs
A few days ago, Corp Fin revised a total of 18 CDIs related to Schedule 13Ds and 13Gs, mainly to align them with the changes to the rules related to those Schedules made back in October ’23. The CDIs are redlined by Corp Fin as is their new practice. As noted by Cooley’s Justin Kisner, the updates can be categorized to be in three buckets:
Proxy Season Highlights: Shareholder and Management Proposals
Here’s an excerpt from this jam-packed Cooley Alert penned by Michael Mencher, Brad Goldberg, Vince Flynn, and Ali Murata: “Institutional Shareholder Services (ISS) issued fewer adverse recommendations again this proxy season, opposing just 11.3% of director nominees, down from 12.7% in 2024 and 13.6% in 2023. Despite this reduced opposition, ISS’s influence remained stable. Directors receiving ISS support averaged 96.5% support, while those facing ISS …
Nevada Enacts Law to Provide More Statutory Liability Protections
Recently, Nevada passed new legislation (AB 239) to amend the Nevada Revised Statutes to provide a number of statutory liability protections, including de-emphasizing the use of Delaware case law in interpreting Nevada law. Here are five key aspects of this new legislation: 1. Modernizing fiduciary duty for controlling stockholders Nevada now defines a controlling stockholder based on actual voting power (enough to elect a board …