During Northwestern’s “Securities Regulation Institute,” there was an interesting discussion about whether AI tools supplant the need for the summary of risk factors placed in SEC filings because investors can easily summarize the risk factors using an AI tool. This also made me consider a slightly different question – one that may be relevant as the SEC considers taking aim at “information overload” – which …
Five Mistakes Made With Preliminary Proxy Statements (Part 2)
Following up on Part 1 of this blog that explains what a “preliminary proxy” is – and the first two common mistakes made with them – here are three more common mistakes (as well as a bonus note): 3. Filing for shareholder proposals Rule 14a-6(a)(3)states that a preliminary proxy is not required due to the inclusion of a Rule 14a-8 shareholder proposal in the proxy …
Five Mistakes Made With Preliminary Proxy Statements (Part 1)
With the partial federal government shutdown likely to close the SEC for only a day or two – see this new set of Corp Fin FAQs on the impact of a shutdown, which is essentially the same as the guidance from the last shutdown; there’s a new FAQ #13 on Rule 462(b) about upsizing offerings – let’s focus on something more practical: A preliminary proxy …
Securities Litigation: Watch Your AI Disclosures
In this Cooley memo penned by William Pao, Jonathan Waxman and Julian Piroli, I read the fact patterns for the various securities litigation cases involving AI-related disclosures with great interest. It’s worth checking out. Here’s the intro from the memo: “In 2025, securities litigation over artificial intelligence claims reached a new level of intensity. What had been a trickle of exploratory cases before 2024 became …
Shareholder Proposals: What Do the Exclusion Notices Look Like So Far?
Ahead of this proxy season, Corp Fin issued this statement saying that it wouldn’t respond to no-action requests – at least until September 30, 2026 – unless a company is seeking relief under Rule 14a-8(i)(1), the “not a proper subject under federal or state law” exclusion basis for companies incorporated in Delaware. Companies are still required to notify the SEC and proponents of their intention …
The Most Common AI “Risk Factor” Categories
With the news that over 70% of S&P 500 companies provide some sort of AI-related risk factors in their SEC disclosures, it’s a good time to review the type of risk factors that you might want to consider – of course, tailoring the decision to include a particular risk factor and what is drafted about it to your own circumstances. If you’re using AI in …
The Future of Shareholder Proposals: ‘We Will Get By, We Will Survive’
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 …