Buried inside the annual defense spending bill that’s working its way through Congress right now is the “Holding Foreign Insiders Accountable Act.” As noted on page 2718 of this House bill (see below for the actual provision), the legislation would impose Section 16 obligations on insiders of foreign private issuers for the first time. The House will vote this week – and the Senate next …
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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 …
Tomorrow’s Webcast: “Hot Governance and Engagement Proxy Tips You Need to Know”
It’s a biggie! Join us tomorrow, Wednesday, December 10th for a 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 – as they provide practical guidance on how to tackle so many changes in an uncertain environment – including how your proxy disclosure …
More on “ISS Releases 9 Benchmark Policy Updates for the US”
Last week, I blogged about how ISS has released its updated proxy voting guidelines for 2026. We now have this Cooley Alert that delves into what ISS has changed in greater detail. Here’s an excerpt: “Shareholder proposals Referencing changing investor sentiment and low support at annual meetings, the 2026 policy update includes significant changes to ISS’ approach to E&S shareholder proposals, replacing a previous presumption …
Glass Lewis Releases Benchmark Policy Updates
Yesterday, Glass Lewis released its Benchmark Policy changes for 2026, which are included in this 90-page document. The primary changes include:
Next Wednesday’s Webcast: “Hot Governance and Engagement Proxy Tips You Need to Know”
Join us next Wednesday, December 10th for a 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 – as they provide practical guidance on how to tackle so many changes in an uncertain environment – including how your proxy disclosure and shareholder proposal …
A Trio of Notable Proxy Advisor Developments
Here are three recent developments impacting ISS and Glass Lewis: 1. Florida Attorney General sues ISS and Glass Lewis – As noted in this article, the Florida Attorney General has sued ISS and Glass Lewis, alleging that both proxy advisors have violated Florida’s consumer protection and antitrust laws by deceiving investors. This lawsuit is similar to the one filed recently by the Texas Attorney General …
ISS Releases 9 Benchmark Policy Updates for the US
Last week, ISS released its updated proxy voting guidelines for 2026. Here’s a 19-page summary – and a 35-page summary of the changes for the Americas. There is a total of 10 changes applicable in the US, eight of which are US-specific and two of which are global. There are two separate E&S shareholder proposal policy changes – one for the US and one that …
Two Webcasts This Week: “Master Class in Proxy Reporting” and “What to Expect From the SEC Now That the Government Shutdown Has Ended”
Join us this Wednesday, December 3rd for the webcast – “Master Class in Proxy Reporting” – during which Cooley’s Julia Boesch and Liz Dunshee will discuss best practices for proxy disclosure and share their top tips to help you overcome the latest issues arising when preparing periodic reports and earnings releases. Register now. The next day, Thursday, December 4th, is the webcast – “What to …
Upcoming Webcast: “Hot Governance and Engagement Proxy Tips You Need to Know”
Join us on Wednesday, December 10th for a 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 – as they provide practical guidance on how to tackle so many changes in an uncertain environment – including how your proxy disclosure and shareholder proposal …