This Cooley Alert penned by Brad Goldberg and Michael Mencher delves into the “now what” in the wake of the SEC’s position on shareholder proposals for this upcoming proxy season, including an exploration of the potential use of binding bylaws (and the related bylaw defenses), the inevitability of pressure tactics and the “Trojan Horse” dynamic. Here’s an excerpt: “If precatory proposals are not a guaranteed …
Broadridge’s Cathy Conlon on “Retail Voting Programs: All You Need to Know”
In this 13-minute video, Broadridge’s Cathy Conlon discusses the retail voting programs popularized by ExxonMobil, including: 1. What are the essential steps of the ExxonMobil program? 2. Will the SEC allow other companies to follow ExxonMobil’s program? What if a company wanted to change some of the parameters? 3. What is Broadridge’s universe of “retail holders” – why might a company’s retail base be bigger …
What Nom & Gov Committees Are Asking Corporate Secretaries Right Now
Sparked by Cooley’s Brad Goldberg’s discussion on a panel during the recent “Proxy Disclosure” conference hosted by TheCorporateCounsel.net – the Fall event that I founded many years ago – this blog features a list of the questions that Nom & Gov committees are commonly asking right now. Brad notes this list includes:
A New Prep Playbook: How to Prepare for Activism
I’m loving this piece posted on the “Cooley M&A” blog entitled “Activism in 2025 and Beyond: Universal Proxy, Litigation Leverage and a New Playbook for Preparedness” that includes a host of nuggets gleaned from a recent “Market Talks” panel featuring Cooley’s Bill Roegge, Jamie Leigh and Sean Brownridge, as well as Goldman Sachs’ Neil Rudisill and Collected Strategies’ Jim Golden. Here’s an excerpt: Universal proxy …
For a Shareholder Engagement Meeting, Who Should Attend?
Typically, someone from the general counsel/corporate secretary team is always involved in an engagement. From there, you look at the agenda for the engagement to see what the issues are – and you bring the right people. You don’t want people on the call on your side who will have no role. Having a dozen people on the call is overkill and won’t feel right …
How Do You Know Which Issues to Engage On?
The initial obvious answer is to engage on issues that the investors you’re meeting want to talk about. That’s the primary purpose of engagement – to find out what investors want to know and give them that information. But you should be proactive if you know there are issues that you should be engaging on. Don’t let it always be shareholder driven. Obviously, if you …
The Misleading Campaign Against Retail Voting Programs
Following up on the ExxonMobil retail voting program that recently received Corp Fin no-action relief – that I blogged about a few weeks ago – here’s an excerpt from this Cooley Alert penned by Brad Goldberg and Michael Mencher: “Contrary to the allegations of the retail voting program’s detractors, the SEC’s no-action response provides clear guardrails to ensure that retail voting programs do not undermine …
Type of Annual Meeting Format Varies By Country (Greatly)
This Glass Lewis “Proxy Season Briefing” might be fascinating for those that are US-centric and not aware of how much governance practices vary significantly around the world. Market practice particularly varies when it comes to the format of the annual shareholder meeting. A surprising number of countries have annual meetings where there is almost always an in-person component. This includes the United Kingdom, France, Sweden, …
What Should Be Seen as the Potential Outcomes of Shareholder Engagement?
Engagement needs to be both a strategic process and a two-way dialogue, because the investors you’re engaging with have their own goals for your engagement with them. Does each side have certain expectations as to where the engagement ultimately will go? Maybe. Between the company and the investor, there may well be a lack of alignment on the question of “Should this engagement have a …
How Do You Engage When The “Big 3” Have Split in Half?
Now that the last of the “Big 3” institutional investors have announced that they are splitting their stewardship team into two, it’s fair to wonder how this impacts your engagement strategy and scheduling. Engagement sure has changed this year in numerous ways – in fact, Vanguard’s latest engagement survey revealed a 44% decline in the 2nd quarter of 2025 compared to the same period in …