Following up on last week’s blog about the stats on this: 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 …
Do Institutional Investors Have a Fiduciary Duty (Sometimes) Not to Vote Proxies?
Last week, the SEC’s Division of Investment Management Director Brian Daly delivered this speech that discussed fiduciary duties and proxy voting. Here are the main points of the speech: 1. Proxy Voting is a Key Focus: Daly emphasized that proxy voting is a central part of the SEC’s regulatory agenda. He referenced President Trump’s Executive Order directing the SEC Chairman to reconsider the regulation of …
First Institutional Investor to Stop Using Proxy Advisors?
According to this WSJ article, J.P. Morgan Asset Management has stopped using proxy advisors – which is believed to be the first time an institutional investor hasn’t used ISS or Glass Lewis as part of its proxy voting analytical process in a long time. Instead, J.P. Morgan Asset Management will use its own internal AI-powered platform to help decide how to vote its proxies. It …
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 …
BlackRock Investment Stewardship’s Updated Guidelines: Nine Things to Know
Here’s a summary of key updates that BlackRock Investment Stewardship (BIS) recently made to its proxy voting guidelines, penned by Cooley’s Brad Goldberg, Beth Sasfai, Michael Mencher and Vince Flynn. The upshot is that the 2026 updates largely reinforce trends from last year, including a sharper emphasis on financial materiality, the removal of “diversity” terminology in favor of experience- and skills-based framing, more neutral language designed …
Video Archive: “Hot Governance and Engagement Proxy Tips You Need to Know”
Here’s the video archive (free registration required) for the recent webcast – “Hot Governance and Engagement Proxy Tips You Need to Know” – during which Cooley’s Beth Sasfai, Michael Mencher and Broc Romanek – as well as Proxy Analytics’ Steve Pantina – provided practical guidance on how to tackle so many changes in an uncertain environment – including how your proxy disclosure and shareholder proposal process may …
Thursday’s Webcast: “SEC Updates – Trending Topics in Disclosure”
Join us this Thursday, December 18th for the webcast – “SEC Updates: Trending Topics in Disclosure” – during which Sarah Sellers and Reid Hooper will provide an overview of trending topics, such as the use of artificial intelligence or the effects of tariffs, and the evolving role they pose in related corporate governance and disclosure matters. Register now. We also have two other upcoming webcasts …
More on “Glass Lewis Releases Benchmark Policy Updates”
Recently, I blogged about how Glass Lewis released its Benchmark Policy changes for 2026, which are included in this 90-page document. Here’s a Cooley Alert penned by Cooley’s Brad Goldberg, Beth Sasfai, Ali Murata, Michael Bergmann, Michael Mencher, Vince Flynn and Jordan Cohen that goes into more detail about the policy changes. Here’s an excerpt about mandatory arbitration: “In its 2026 Benchmark Policy, Glass Lewis expanded …
White House’s Executive Order on Proxy Advisors: 7 Things to Know Now
Last night, the Trump Administration issued this executive order (and a related fact sheet) aimed at the proxy advisors in the US, specifically ISS and Glass Lewis. With a hat tip to Cooley’s Reid Hooper, Michael Mencher and Brad Goldberg, here are seven things to know: 1. No direct impact on this proxy season: There doesn’t appear to be anything in the executive order that …
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 …