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 …
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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 …
Glass Lewis Previews Changes to Pay-for-Performance Model
Here’s the intro from this Cooley Alert penned by Ali Murata, Michael Bergmann and Vince Flynn: “Last week, Glass Lewis issued the client communication below previewing changes to its quantitative pay-for-performance (P4P) model that will become effective for shareholder meetings starting in 2026. The announcement signals significant revisions to the structure and scope of the Glass Lewis P4P assessments for US and Canadian companies. Glass …
Next Week’s Society Conference: The Proxy Season Wristband Preview!
All the rage! If you’re attending the ‘Society of Corporate Governance’ Conference in Colorado next week, look for one of our Cooley people – including me – so that you can procure one of our nifty “proxy season wristbands.” You can also procure a proxy season wristband by visiting us at our cocktail party on Thursday, July 10th at “The Golden Bee” at the Broadmoor …
SEC Roundtable on Executive Compensation: Quick Debrief
Here’s an excerpt from this Cooley Alert penned by Ali Murata, Michael Bergmann, Brad Goldberg and Reid Hooper describing what went down during the SEC’s roundtable on executive pay disclosures that took place last Thursday: “The SEC commissioners who spoke appeared uniform in their conviction that the existing rules are unduly complex, repetitive and overly inclusive, and have lost sight of their ultimate purpose of …
PCAOB May Survive Just Yet…
Last month, I blogged that the PCAOB may be absorbed by the SEC under the budget reconciliation bill that is making its way towards the finish line. In that blog, I indicated that the only thing that might stop the merger of the agencies is if the Senate parliamentarian rules that it isn’t germane to the budget. As noted in this press release by the …