As I blogged a while back, the SEC is prioritizing a rulemaking to make quarterly reporting optional in favor of a semi-annual reporting regime. This Cooley Alert – penned by Ali Murata and Michael Bergmann – notes that one collateral consequence of this upcoming rulemaking that has received little attention so far is the potential effect on SEC Form 8-K disclosure. Here is an excerpt …
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The Shareholder Proposal Exclusion Risk Is Real: Two More Lawsuits Filed
For the proxy season, we are now at a total of five lawsuits filed after Rule 14a-8(j) notices were sent to the SEC, as two new lawsuits were filed since I last blogged that two of these lawsuits had settled (with the company agreeing to include the proposal in their proxy as part of each settlement). The two new lawsuits are:
Section 16 for FPIs: Corp Fin Posts Five FAQs
Yesterday, Corp Fin posted a set of five FAQs related to the Section 16 obligations that commence on March 18th for insiders of foreign private issuers (those that aren’t exempt). The FAQs deal with the issues of:
A Small Hodgepodge of New – and Revised – CDIs
Since it seems like we can’t go a week without new or revised CDIs from Corp Fin – the gift that keeps on giving – of course, we had a few new ones drop on Friday. Most of the revised CDIs relate to Rule 701 and in many of those, the only thing that changed was the amount got bumped from $5 million to $10 …
Just In! SEC Issues Order Providing Section 16(a) Relief for Certain Foreign Private Issuers!
Here’s a note that Cooley’s Courtney Thorne just posted on LinkedIn: “Less than an hour ago, the SEC issued an exemptive order – Release No. 34-104931 – granting conditional relief from the Section 16(a) insider reporting requirements for directors and officers of certain foreign private issuers that commence on March 18th. We at Team Cooley LLP (led by the incredible Reid Hooper on this initiative) …
Section 16 Reporting Obligations for FPI Insiders Begins March 18th (After SEC Adopted New Rules Last Week)
With just a few weeks before the March 18th start date of Section 16(a) obligations for insiders of foreign private issuers, here’s a Cooley Alert – which includes all you need to know about last week’s 47-page adopting release that conforms the Section 16 rules with the newly enacted “Holding Foreign Insiders Accountable Act” (HFIAA) – penned by Reid Hooper, Luci Altman, Jie Zhang, Darren …
Vanguard Settles State Antitrust Suit By Committing to Remain Passive
Last week, as noted in this press release, Vanguard settled antitrust challenges from a group of 13 state attorney generals by agreeing to pay $29.5 million and bolster its passive investing approach. The suit had been brought in the U.S. District Court in the Eastern District of Texas over Vanguard’s climate policies. As noted in this blog, the DOJ and FTC also have been pressuring …
Delaware Supreme Court Upholds SB 21!
Last week, in Rutledge v. Clearway Energy Group LLC, No. 248, 2025 (Del. Feb. 27, 2026), the Delaware Supreme Court upheld the validity of SB 21, including the provisions that provide for its retroactive application. Here’s a statement from the Delaware Governor. You might recall that SB 21 is legislation that Delaware enacted last March – designed to counter any notion that there is a DExit …
An AI-Alternative Proxy Advisor: Tumelo
With two investors having recently announced they would no longer be using traditional proxy advisors in the US, I thought it would be a good time to sit down with Will Goodwin – co-founder of Tumelo – to learn more about ProxyBeacon, an AI tool that is designed to support investment stewardship teams with faster, customized and auditable proxy research and recommendations. Romanek: How does …
The Shareholder Proposal Exclusion Risk Is Real: Two Lawsuits Settle
A few days ago, I blogged a summary of the three pending lawsuits filed by proponents against companies who had received Rule 14a-8(j) responses from Corp Fin. Now, two of the three lawsuits have settled with the companies agreeing to include the shareholder proposal on the ballot. The two lawsuits that settled are the situation with a substantive basis exclusion that had a minimal mini-no-action …