Here’s this Cooley Alert from Ali Murata, Michael Bergmann and Brad Goldberg: “As most public companies know, shareholder outreach is often an important part of the playbook when a company is seeking approval of compensation-related proposals at an annual meeting. A company may engage with shareholders proactively ahead of a compensation-related proposal or in response to a negative recommendation from proxy advisory firms. In addition …
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Vanguard Also Resumes Shareholder Engagements
As expected when we heard that BlackRock had resumed shareholder engagements shortly after it paused them in the wake of Corp Fin’s new CDI positions regarding “control” and “influencing” a company when engaging, Vanguard also has now resumed its engagements after pausing them a few weeks ago, as reported in this article. It will be interesting to hear how the nature of engagements going forward …
Corp Fin Issues New Guidance Further Accommodating Nonpublic Draft Registration Statements
A few days ago, Corp Fin issued this guidance expanding the accommodations available for nonpublic review of draft registration statements to all issuers, building on the 2017 expansion of nonpublic reviews initiated by the JOBS Act for emerging growth companies. This guidance reflects updates tied to the SEC’s 2024 SPAC rules, ensuring alignment with evolving market practices and it maintains existing EGC benefits while broadening …
Glass Lewis Addresses Board Diversity With “For Your Attention” Flag
This Cooley Alert that I blogged about earlier today – penned by Brad Goldberg, Beth Sasfai, Luci Altman, and Michael Mencher – has been updated for this development: “On March 4, 2025, Glass Lewis sent a memo to clients providing an update on its diversity-related proxy voting policies. While an earlier Glass Lewis memo from February 19 previewed that Glass Lewis was considering implementing changes …
Board Diversity: Policy Updates and Considerations for Proxy Season
After the following intro of this Cooley Alert – penned by Brad Goldberg, Beth Sasfai, Luci Altman, and Michael Mencher – dig into the nitty gritty of the various investor and proxy advisor policy updates you should be aware of, as well as the takeaways (including addressing how State Street updated its voting policies in this area on Friday): “Public companies find themselves rethinking disclosures …
How Will Deep Cuts to the SEC Staff Impact You?
With this Administration moving fast to deeply cut the federal workforce, you may be wondering what a trimmed-down SEC might look like. This is just conjecture – but here are five thoughts on how that might impact you:
Impacts for US Companies of the Proposed EU Omnibus Package
You’ll want to read the key takeaways in this Cooley Alert by Emma Bichet and Jack Eastwood that follow this intro: “On February 26, 2025, the European Commission (Commission) published a proposed ‘Omnibus package’ to streamline some of the recently adopted European Union (EU) sustainability laws. The laws in scope of the proposed Omnibus package are the Corporate Sustainability Reporting Directive (CSRD), the EU Taxonomy …
CEOs Increasingly Care About Disclosure as They Become More Accountable for Sustainability Strategies
For larger companies, Teneo notes that CEOs are named in sustainability reports to be ultimately responsible for their corporate climate strategies a third of the time – almost double the amount disclosed in 2023 (18%). CEOs signed a supermajority of sustainability report cover letters this year, while other executives (such as chief sustainability officers) signed cover letters about a quarter of the time. Cooley’s Beth …
How to Handle Negative Recommendations from a Proxy Advisor
In this 10-minute video, Cooley’s Ali Murata and Scott McCall discuss how to handle negative recommendations from proxy advisors, including:
Proposed Section 162(m) Regulations: Status Going Forward?
Here’s the intro of this Cooley Alert penned by Ali Murata and Michael Bergmann: “In the last few days preceding President Donald Trump’s inauguration, the IRS under the Biden administration proposed regulations to implement amendments to Internal Revenue Code § 162(m) that were enacted in 2021 but will first become effective for taxable years beginning after December 31, 2026. The proposed regulations were published in …