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 …
How Analysts and Investors Use AI to Review Earnings Releases
As borne out by a recent study, analysts and investors are increasingly using AI tools to read and analyze earnings reports (10-Ks, 10-Qs, earnings releases and transcripts) to gain faster insights and identify investment opportunities. These tools leverage natural language processing, machine learning and sentiment analysis to extract, interpret and rank relevant data. Here are some of the ways that analysts and investors use AI …
EDGAR Next: How to Handle Five Issues That Might Arise
With the deadline for mandatory use of EDGAR Next around the corner – September 15th – here are the five biggest issues we’ve been working with clients on (as told to me by Cooley’s Luci Altman), some of which mirror the “Top 12 Decision Points for EDGAR Next” that we’ve blogged about before:
The SEC Offers Shiny Objects (and Data)
Last week, the SEC announced it has a new statistics and data visualization page that is pretty cool. The information is “interactive,” presented in graphics and also can be downloaded. For folks tracking deals, you’ll get this information quarterly: IPOs, follow-on offerings, corporate bond deals and Reg D offerings. You’ll get Reg A offerings on a semi-annual basis. On an annual basis, you’ll get this …