I blogged on Friday that OIRA is reviewing the SEC’s proposed executive compensation disclosure reform – and now OIRA has listed two other big SEC proposals under review: As we’ve noted, OIRA has 90 days to complete its review but it often moves faster. Meaning the SEC will likely be proposing these rulemakings relatively soon. Hang onto your hats. It’s going to be a wild …
Here It Is! Corp Fin Won’t Process Rule 14a-8 No-Action Requests of Any Kind…
Corp Fin is completely out of the shareholder proposal business! As we predicted a little while back, Corp Fin announced today that it will no longer process no-action requests under Rule 14a-8 going forward. This position now even includes requests made under Rule 14a-8(i)(1) “not a proper subject” (which the Staff was open to processing over the past year – but they never received a …
A Harbinger of DOJ Antitrust Actions Against ISS and Glass Lewis?
Just as the rise of AI (and other factors) seem to have lessened the impact of ISS and Glass Lewis on voting decisions during the proxy season, the DOJ’s Antitrust Division withdrew a position – as stated in a Business Review Letter from 1987 – that it had no intention to bring action under the antitrust laws upon the formation of ISS way back when. …
Texas Stock Exchange Proposes Bold Proposal to Overhaul Broker Voting
As Liz recently blogged, the Texas Stock Exchange has proposed replacing the current broker discretionary voting system with a mandatory proportional voting framework for all uninstructed shares held by brokers on behalf of beneficial owners. Here are seven things to know about the proposal: 1. End of Broker Discretion – Under the proposal, brokers would no longer be permitted to cast discretionary votes on uninstructed …
Can Companies Deliver Two Different Versions of a Proxy to Shareholders?
With e-delivery in the news – specifically the SEC’s proposed Regulation E-Delivery – I’ve been reminiscing about the days in the mid-’90s when I worked in Corp Fin’s Office of Chief Counsel and I used to provide guidance to folks about how to read the SEC’s 1995 and 1996 interpretive releases when it came to applying the federal securities laws to activities on the Internet. …
Video Archive: “Proxy Season Recap – 10 Hot Topics”
Check out this video archive to hear Cooley’s Liz Dunshee, Vince Flynn, Ali Murata, Michael Mencher and Broc Romanek – along with Steve Pantina, CEO of Proxy Analytics – discuss how this wild proxy season went down, including these agenda items: 1. The Noise Before the Storm: What Actually Happened with Shareholder Proposals 2. E&S Proposals: Dead or Just Different? 3. The New No-Action Environment …
Tomorrow’s Webcast: “Proxy Season Recap – 10 Hot Topics”
Join us tomorrow, Wednesday, July 29th (1:00 – 2:00 pm eastern) for the webcast – “Proxy Season Recap: 10 Hot Topics” – as Cooley’s Liz Dunshee, Vince Flynn, Ali Murata, 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 …
The SEC’s Proposed Regulation E-Delivery: Impact on Proxy Season
Following up on last week’s blog about the SEC’s e-delivery proposal, here’s an excerpt from this Cooley Alert penned by Brad Goldberg, Beth Sasfai, Michael Mencher, Luci Altman, Justin Kisner and Reid Hooper: “Impact on proxy season For public companies, the proposal’s most immediate practical impact falls on the annual proxy process. Transitions to default electronic delivery of proxy statements and annual meeting materials could …
Next Week’s Webcast: “Proxy Season Recap – 10 Hot Topics”
Join us next Wednesday, July 29th (1:00 – 2:00 pm eastern) for the webcast – “Proxy Season Recap: 10 Hot Topics” – as Cooley’s Liz Dunshee, Vince Flynn, Ali Murata, Michael Mencher and Broc Romanek – along with Steve Pantina, CEO of Proxy Analytics (register now) during which we will discuss these agenda items: 1. The Noise Before the Storm: What Actually Happened with Shareholder …
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 …