As I blogged a while back, the SEC is prioritizing a rulemaking to make quarterly reporting optional in favor of a semi-annual reporting regime. This Cooley Alert – penned by Ali Murata and Michael Bergmann – notes that one collateral consequence of this upcoming rulemaking that has received little attention so far is the potential effect on SEC Form 8-K disclosure. Here is an excerpt …
The Shareholder Proposal Exclusion Risk Is Real: Two More Lawsuits Filed
For the proxy season, we are now at a total of five lawsuits filed after Rule 14a-8(j) notices were sent to the SEC, as two new lawsuits were filed since I last blogged that two of these lawsuits had settled (with the company agreeing to include the proposal in their proxy as part of each settlement). The two new lawsuits are:
Vanguard Settles State Antitrust Suit By Committing to Remain Passive
Last week, as noted in this press release, Vanguard settled antitrust challenges from a group of 13 state attorney generals by agreeing to pay $29.5 million and bolster its passive investing approach. The suit had been brought in the U.S. District Court in the Eastern District of Texas over Vanguard’s climate policies. As noted in this blog, the DOJ and FTC also have been pressuring …
An AI-Alternative Proxy Advisor: Tumelo
With two investors having recently announced they would no longer be using traditional proxy advisors in the US, I thought it would be a good time to sit down with Will Goodwin – co-founder of Tumelo – to learn more about ProxyBeacon, an AI tool that is designed to support investment stewardship teams with faster, customized and auditable proxy research and recommendations. Romanek: How does …
The Shareholder Proposal Exclusion Risk Is Real: Two Lawsuits Settle
A few days ago, I blogged a summary of the three pending lawsuits filed by proponents against companies who had received Rule 14a-8(j) responses from Corp Fin. Now, two of the three lawsuits have settled with the companies agreeing to include the shareholder proposal on the ballot. The two lawsuits that settled are the situation with a substantive basis exclusion that had a minimal mini-no-action …
The Shareholder Proposal Exclusion Risk Is Real: Now Up to Three Lawsuits
Last week, I blogged about how four NYC public pension funds sued a company in a New York federal court over its decision to exclude a workforce diversity shareholder proposal after the company decided it had a “reasonable basis” to exclude and went through the process to procure this Rule 14a-8(j) “no objections” letter from Corp Fin. In that blog, we noted that the company’s …
The Shareholder Proposal Exclusion Risk Is Real: The First Lawsuit
Back when Corp Fin decided to bow out of serving as the referee for this proxy season, many preached that companies still had to be careful when deciding whether to exclude a proposal. Serving as the referee isn’t easy – and definitely opens you up to second-guessing. Something that the Corp Fin Staffers who have served on the “Shareholder Proposal Task Force” know all too …
Equity Plan Proposals: Changes in ISS’ EPSC Evaluation
Here’s an excerpt from this Cooley Alert penned by Michael Bergmann and Ali Murata: “It is important to note that, in December 2025, ISS added an additional negative overriding factor, where a plan has an “insufficient” score under the Plan Features pillar (i.e., if the plan “lacks sufficient positive features,” as ISS puts it). As a result, ISS may recommend a vote against an equity …
Second Institutional Investor Stops Using Proxy Advisors
Last week, Wells Fargo’s Wealth & Investment Management announced it had launched an internal proxy voting service – powered by Broadridge – and would cut ties to ISS in the process as noted in this Reuters article. This follows in the footsteps of J.P. Morgan Asset Management’s decision to stop using proxy advisors. Note that this new approach doesn’t apply to Wells Fargo’s mutual funds, …
Broker Search: NYSE Aligned With Corp Fin on New CDI
Recently, Corp Fin issued a slew of new and revised CDIs and New Question 133.02 states that Corp Fin recognizes that the “broker search” may be completed in less than 20 business days prior to record date. In other words, Corp Fin won’t object if a registrant conducts its “broker search” less than 20 business days before the record date, provided that the registrant reasonably believes …