Thanks to the many who came out for Cooley’s big party at the annual conference for the Society of Corporate Governance. I’ve been attending this conference for 28 years – gulp! – and it remains pivotal for those in this space. As usual, I took selfies with some of the people that I met for the first time: 2. Olga Khvatskaya- Dollar Tree Stores 3. …
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First Companies Indicate They Would Go “Semi-Annual”
With comment letters pouring into the SEC in response to the SEC’s proposal to allow companies to voluntary move to semi-annual reporting from quarterly, we have the first company that has specifically indicated it would move to semi-annual reporting if the SEC adopts rules permitting so – although the company would continue its practice of issuing quarterly earnings releases including continuing its accounting close processes …
Corp Fin Likely to Continue Not Actively Refereeing Shareholder Proposal Process
A few hours ago, SEC Chairman Paul Atkins delivered this speech at the Society of Corporate Governance conference. Besides the excitement of this Cooley Alert being cited several times in the footnotes, the speech touched upon the reforms underway related to disclosure materiality and shareholder proposals as follows: a. Disclosure Materiality 1. Restore SEC Disclosure to Materiality: Chairman Atkins argued that the SEC should return …
Upcoming Webcast: “Proxy Season Recap – 10 Hot Topics”
Join us on Wednesday, July 29th (1:00 – 2:00 pm eastern) for the webcast – “Proxy Season Recap: 10 Hot Topics” – as Cooley’s Ali Murata, Reid Hooper, Michael Mencher and Broc Romanek – along with Steve Pantina, CEO of Proxy Analytics – discuss how this wild proxy season went down, including up-to-date practical guidance to get ready for next year – such as rapidly …
Summer Doldrums – or Time to Think About Executive Comp Programs?
Here’s an excerpt from this Cooley Alert penned by Ali Murata and Michael Bergmann: “And so, what does that type of summer reading list look like? The most logical first step probably is to look at your compensation committee meeting checklist and identify those items that would benefit from a head start, even (and perhaps especially) those items that are not fully ripe for some …
Supreme Court Expands Presidential Authority Over Independent Federal Agencies
Last week, the Supreme Court overturned its 91-year-old precedent – in Trump v. Slaughter – holding by a 6-3 vote that Congress can’t restrict the President’s ability to remove members of independent agencies like the FTC. Here are four things to know: 1. Presidential Removal Power Expanded: The decision embraces the ‘unitary executive theory,’ giving the President broader authority to remove executive branch officials without …
Upcoming Webcast: “Proxy Season Recap – 10 Hot Topics”
Join us on Wednesday, July 29th (1:00 – 2:00 pm eastern) for the webcast – “Proxy Season Recap: 10 Hot Topics” – as Cooley’s Ali Murata, Reid Hooper, Michael Mencher and Broc Romanek – along with Steve Pantina, CEO of Proxy Analytics – discuss how this wild proxy season went down, including up-to-date practical guidance to get ready for next year – such as rapidly …
“Whys” and “Hows” of Annual Shareholder Meetings
Here’s a 34-minute podcast that Liz Dunshee taped with Michael Mencher and Vince Flynn about how newly public companies are navigating annual meetings of shareholders…
Supreme Court Rejects Investor Loss Requirement for SEC Disgorgement
Here’s the intro from this Cooley blog penned by Luke Cadigan, Tejal Shah, Elizabeth Skey and Samantha Kirby: “On June 4, 2026, the US Supreme Court held that the Securities and Exchange Commission (SEC) need not prove that investors suffered actual financial loss to obtain disgorgement in a civil action. In a unanimous opinion authored by Justice Neil Gorsuch, Sripetch v. SEC, the Court reached this conclusion by relying …
Upcoming Webcast: “Proxy Season Recap – 10 Hot Topics”
Join us on Wednesday, July 29th (1:00 – 2:00 pm eastern) for the webcast – “Proxy Season Recap: 10 Hot Topics” – as Cooley’s Ali Murata, Reid Hooper, Michael Mencher and Broc Romanek – along with Steve Pantina, CEO of Proxy Analytics – discuss how this wild proxy season went down, including up-to-date practical guidance to get ready for next year – such as rapidly …