A few hours ago, SEC Chairman Paul Atkins delivered this speech at the Society of Corporate Governance conference. Besides the excitement of this Cooley Alert being cited several times in the footnotes, the speech touched upon the reforms underway related to disclosure materiality and shareholder proposals as follows: a. Disclosure Materiality 1. Restore SEC Disclosure to Materiality: Chairman Atkins argued that the SEC should return …
Upcoming Webcast: “Proxy Season Recap – 10 Hot Topics”
Join us on Wednesday, July 29th (1:00 – 2:00 pm eastern) for the webcast – “Proxy Season Recap: 10 Hot Topics” – as Cooley’s Ali Murata, Reid Hooper, Michael Mencher and Broc Romanek – along with Steve Pantina, CEO of Proxy Analytics – discuss how this wild proxy season went down, including up-to-date practical guidance to get ready for next year – such as rapidly …
Upcoming Webcast: “Proxy Season Recap – 10 Hot Topics”
Join us on Wednesday, July 29th (1:00 – 2:00 pm eastern) for the webcast – “Proxy Season Recap: 10 Hot Topics” – as Cooley’s Ali Murata, Reid Hooper, Michael Mencher and Broc Romanek – along with Steve Pantina, CEO of Proxy Analytics – discuss how this wild proxy season went down, including up-to-date practical guidance to get ready for next year – such as rapidly …
“Whys” and “Hows” of Annual Shareholder Meetings
Here’s a 34-minute podcast that Liz Dunshee taped with Michael Mencher and Vince Flynn about how newly public companies are navigating annual meetings of shareholders…
Upcoming Webcast: “Proxy Season Recap – 10 Hot Topics”
Join us on Wednesday, July 29th (1:00 – 2:00 pm eastern) for the webcast – “Proxy Season Recap: 10 Hot Topics” – as Cooley’s Ali Murata, Reid Hooper, Michael Mencher and Broc Romanek – along with Steve Pantina, CEO of Proxy Analytics – discuss how this wild proxy season went down, including up-to-date practical guidance to get ready for next year – such as rapidly …
Proxy Season Recap: Governance Proposals
Here’s an excerpt from this Cooley Alert penned by Beth Sasfai, Brad Goldberg, Michael Mencher, Vince Flynn, Victoria Peluso, Reid Hooper and Justin Kisner: “Governance proposals remained steady in volume and continue to receive relatively robust support. Proponents submitted 319 governance proposals in 2026, compared to 305 in 2025 and 316 in 2024, and average support of 33.8% is only slightly below the 35.2% and …
Proxy Season Recap: Shareholder Proposal Exclusions & Litigation
Here’s an excerpt from this Cooley Alert penned by Beth Sasfai, Brad Goldberg, Michael Mencher, Vince Flynn, Victoria Peluso, Reid Hooper and Justin Kisner: “As of June 1st, companies had submitted 170 Rule 14a-8(j) exclusion notices under the SEC staff’s current no-action policy since its announcement in November 2025, compared to 360 no-action requests submitted during the comparable period of the prior season (November 2024 through May 2025). Even accounting …
The “Big 3” Institutional Investors Publish Their 2025 Stewardship Reports
The “Big 3” – BlackRock, Vanguard and State Street – have now all published their annual reports for 2025 of their stewardship activities. Note that BlackRock is the first to publish a report for each of its two stewardship teams. Here are the reports:
How You Can Use AI to Help Your Proxy Drafting Process: Six Things
Recently, I blogged about how you should remain vigilant when using AI to help draft disclosure – and I parsed an example to scare you into not over relying on AI. In that example, AI drafted something that was strictly boilerplate. It doesn’t know your company’s facts and it can be tone deaf. It can overgeneralize, be inconsistent and miss material facts. And it doesn’t …
Should Companies Be Using AI to Draft Their Proxy? An Example to Scare You
With most calendar-year end companies having filed their proxy with the SEC for this proxy season, I thought it would be a good time to reflect upon the risks of relying on AI to help draft disclosure since the continuing improvement of AI models (known as “LLMs”) has reduced – but certainly not eliminated – the risks of hallucinations. I’ll cover ways that AI can …