In this 21-minute podcast on CompensationStandards.com, Cooley’s Ali Murata and Michael Bergmann discuss:
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Corp Fin Revises 18 “Schedule 13D/G” CDIs
A few days ago, Corp Fin revised a total of 18 CDIs related to Schedule 13Ds and 13Gs, mainly to align them with the changes to the rules related to those Schedules made back in October ’23. The CDIs are redlined by Corp Fin as is their new practice. As noted by Cooley’s Justin Kisner, the updates can be categorized to be in three buckets:
Reincorporation Considerations for Late-Stage Private and Pre-IPO Companies
Here’s an excerpt from this lengthy piece on Cooley’s CapitalXchange that explores the impact of the recent Delaware, Texas and Nevada state changes relating to in which state a company might want to be incorporated in: “Senate Bill 21 also makes changes to Section 220 of the DGCL, relating to the inspection of books and records, including the following: Our securities litigation + enforcement colleagues …
Proxy Season Highlights: Shareholder and Management Proposals
Here’s an excerpt from this jam-packed Cooley Alert penned by Michael Mencher, Brad Goldberg, Vince Flynn, and Ali Murata: “Institutional Shareholder Services (ISS) issued fewer adverse recommendations again this proxy season, opposing just 11.3% of director nominees, down from 12.7% in 2024 and 13.6% in 2023. Despite this reduced opposition, ISS’s influence remained stable. Directors receiving ISS support averaged 96.5% support, while those facing ISS …
Sights of the “Society of Corporate Governance” Conference
It was great seeing so many old friends – and meeting new ones – last week at the Society of Corporate Governance Annual Conference. Here are some pics from it: Microsoft’s Michael Pressman Constellation Energy’s Arden Phillips, BlackRock’s John Roe and Aon’s Dan Pliskin Prudential’s Peggy Foran Cooley’s Liz Dunshee and KPMG’s Rani Doyle Cooley’s Proxy Season Wristbands! Jones Day’s Bryan Brown, 2engage’s Dwayne Hampton …
Nevada Enacts Law to Provide More Statutory Liability Protections
Recently, Nevada passed new legislation (AB 239) to amend the Nevada Revised Statutes to provide a number of statutory liability protections, including de-emphasizing the use of Delaware case law in interpreting Nevada law. Here are five key aspects of this new legislation: 1. Modernizing fiduciary duty for controlling stockholders Nevada now defines a controlling stockholder based on actual voting power (enough to elect a board …
Video Archive: “Proxy Season Recap – 10 Hot Topics”
Here’s the video archive for the recent webcast – “Proxy Season Recap: 10 Hot Topics” – during which Cooley’s Ali Murata, Reid Hooper, Michael Mencher and Broc Romanek – along with Steve Pantina, CEO of Proxy Analytics – discussed how this wild proxy season went down, including up-to-date practical guidance to get ready for next year – such as rapidly changing engagement practices, dealing with …
Liz Dunshee Joins Cooley! I’m So Happy…
You can’t imagine the extent of my joy that Liz Dunshee has decided to join us here at Cooley. Liz and I worked together at TheCorporateCounsel.net – where she’ll still be putting in some time – and I can tell you from first-hand experience that she is special. I knew Liz was unique from the moment we met. During my 17-year run at TheCorporateCounsel.net, I …
BlackRock’s Latest Stewardship Report: 11% of Shareholder Proposals Supported Last Year
Recently, BlackRock released its “2024 Investment Stewardship Annual Report” – here’s a 25-page executive summary. Here are six lessons learned – although note this is all about last year; not the latest proxy season: 1. Corporate governance remains a core focus. In 2024, BlackRock’s stewardship engagements largely centered on governance themes – like board quality, strategy, financial resilience and executive compensation – highlighting governance as …
Corp Fin Revises Two (And Withdraws One) Legal Proceeding Disclosure CDIs
A few weeks ago, Corp Fin revised two – and withdrew one – of the Legal Proceedings CDIs under Item 103 of Regulation S-K. These CDI changes are catching up to the reorg of Item 103 that the SEC made five years ago when the SEC incorporated Item 103’s instructions into the rule itself rule and changed the environmental proceeding quantitative thresholds. These new changes …