Sparked by Cooley’s Brad Goldberg’s discussion on a panel during the recent “Proxy Disclosure” conference hosted by TheCorporateCounsel.net – the Fall event that I founded many years ago – this blog features a list of the questions that Nom & Gov committees are commonly asking right now. Brad notes this list includes:
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Historic IPO(s) Price During Government Shutdown
As highlighted in this press release – and this related case study – Cooley was issuer’s counsel in the MapLight Therapeutics IPO that priced earlier this week. It’s a rarity for an IPO to price during a government shutdown (and Cooley helped Navan price an IPO yesterday, so two historic IPOs in a single week). So much so that SEC Chairman Paul Atkins tweeted about …
A New Prep Playbook: How to Prepare for Activism
I’m loving this piece posted on the “Cooley M&A” blog entitled “Activism in 2025 and Beyond: Universal Proxy, Litigation Leverage and a New Playbook for Preparedness” that includes a host of nuggets gleaned from a recent “Market Talks” panel featuring Cooley’s Bill Roegge, Jamie Leigh and Sean Brownridge, as well as Goldman Sachs’ Neil Rudisill and Collected Strategies’ Jim Golden. Here’s an excerpt: Universal proxy …
For a Shareholder Engagement Meeting, Who Should Attend?
Typically, someone from the general counsel/corporate secretary team is always involved in an engagement. From there, you look at the agenda for the engagement to see what the issues are – and you bring the right people. You don’t want people on the call on your side who will have no role. Having a dozen people on the call is overkill and won’t feel right …
The Subtle Evolution of the SEC’s Reg Flex Agenda
It struck me as I was reading this statement from SEC Chair Paul Atkins about the latest Reg Flex Agenda – see this recent blog about the details of that – about how the importance of that agenda has grown over the years. When I first started blogging about the agenda, I had never heard of it before – and I doubt many others had …
Will Lack of Shareholder Proposals Mean More ‘Vote No’ Campaigns? Maybe It Already Has…
I’ve blogged a few times about how the SEC Chairman Paul Atkins has delivered a speech in which he stated that one of his top priorities is to make being a public company an attractive proposition, with eliminating precatory shareholder proposals being one of the goals. In the speech, Chairman Atkins indicated that there’s no firm basis under Delaware law for a shareholder right to …
The Nuts & Bolts of Settling with SEC’s Enforcement While Simultaneously Obtaining a Waiver
Here’s something from Cooley’s Tejal Shah who just left the SEC’s Enforcement Division to join the firm: “Recently, SEC Chairman Paul Atkins issued this statement in an effort to restore the SEC Enforcement Division’s prior practice of permitting a settling entity to request that the Commission simultaneously consider a potential defendant’s offer of settlement that addresses both an underlying enforcement action and any related request …
Florida City Pension Fund Sues ExxonMobil Over Retail Voting Program
Recently, I blogged about a Cooley Alert detailing some opposition to retail voting programs patterned after the one pioneered by ExxonMobil, including noting how some aspects of the campaign against these voting programs are misleading. Now the City of Hollywood Police Officers’ Retirement System has filed a proposed class action in U.S. District Court of New Jersey on behalf of ExxonMobil shareholders against the company …
Glass Lewis Moving (Gradually) to Bespoke Policies Rather Than Benchmark
Recently, Glass Lewis announced it’s looking to change its business model in a big way by moving to bespoke policies for its investor clients rather than a uniform benchmark policy. It expects to make this move over the course of the next two years, eventually offering clients four different perspectives rather than a ‘house’ benchmark view. Glass Lewis says it can do this due to …
How Do You Know Which Issues to Engage On?
The initial obvious answer is to engage on issues that the investors you’re meeting want to talk about. That’s the primary purpose of engagement – to find out what investors want to know and give them that information. But you should be proactive if you know there are issues that you should be engaging on. Don’t let it always be shareholder driven. Obviously, if you …