The annual PwC “Board Effectiveness” report repeatedly concludes that stronger governance requires action from both boards and management. Boards must improve agility, oversight practices and use emerging tools like AI, while management must provide clearer information, earlier engagement and be a more transparent communicator. Here are seven things from the report to note: 1. Board Effectiveness Is Improving – But Not Universally: Executive confidence in …
Latest Articles
Can The SEC Conduct Business If It Only Has Two Commissioners?
I’ve seen this movie before and it’s not as scary as you would think. When I worked at the SEC during the mid-‘90s, the SEC only had two Commissioners for a spell – Chair Arthur Levitt and Commissioner Steven Wallman – and the only odd thing about it was that it looked a little silly during an open (or closed) Commission meeting as only two …
Four Practical Sustainability Communication Lessons for Multinational Companies
Here’s a bunch of wisdom from Cooley’s Beth Sasfai: “Many multinational public companies are grappling with a common challenge: how to satisfy multiple audiences simultaneously. Companies today face scrutiny from EU regulators, U.S. regulators, state attorneys general, consumer protection authorities, investors, NGOs, customers, employees and suppliers. The key is not developing separate narratives for each stakeholder group. Instead, companies should focus on building a single, …
Proxy Season: How Next Year is Shaping Up
Here’s an excerpt from this Cooley Alert penned by Beth Sasfai, Brad Goldberg, Michael Mencher, Vince Flynn, Victoria Peluso, Reid Hooper and Justin Kisner: “An even earlier look at 2027: Prospects for Rule 14a-8 repeal The SEC’s 2026 rulemaking agenda includes a potential proposal addressing Rule 14a-8, and many observers have speculated that the SEC may seek to rescind the rule entirely. Any such proposal would be …
Proxy Season Recap: Governance Proposals
Here’s an excerpt from this Cooley Alert penned by Beth Sasfai, Brad Goldberg, Michael Mencher, Vince Flynn, Victoria Peluso, Reid Hooper and Justin Kisner: “Governance proposals remained steady in volume and continue to receive relatively robust support. Proponents submitted 319 governance proposals in 2026, compared to 305 in 2025 and 316 in 2024, and average support of 33.8% is only slightly below the 35.2% and …
Proxy Season Recap: Shareholder Proposal Exclusions & Litigation
Here’s an excerpt from this Cooley Alert penned by Beth Sasfai, Brad Goldberg, Michael Mencher, Vince Flynn, Victoria Peluso, Reid Hooper and Justin Kisner: “As of June 1st, companies had submitted 170 Rule 14a-8(j) exclusion notices under the SEC staff’s current no-action policy since its announcement in November 2025, compared to 360 no-action requests submitted during the comparable period of the prior season (November 2024 through May 2025). Even accounting …
The SEC’s General Counsel Rusty McGranahan: 12 Things to Know
Here are 12 key takeaways from my interview with SEC General Counsel Rusty McGranahan that I blogged about last week:
SEC Proposes Broad Expansion of Shelf Registration Access and Capital Markets Efficiencies
Here’s an excerpt from this Cooley Alert penned by Rich Segal, Chad Mills, Julia Boesch, Reid Hooper, Liz Dunshee, Luci Altman, Victoria Peluso, Katherine Denby and Christine Turner: “The proposal, if adopted, would restructure the registered offering framework. The significance of the changes will depend on where an issuer sits in the capital markets landscape. For large-cap, exchange-listed issuers that are WKSIs under the current …
Have We Seen the Last of the Open Commission Meetings? (Does It Matter?)
Did you notice that the SEC hasn’t held an open Commission meeting so far this year? Me neither. Which should lead us both to conclude that it doesn’t matter. Because it doesn’t. In fact, the SEC has only held four open Commission meetings in 2025. That is the fewest in memory for me. On average, the SEC held about 22 open meetings before Covid – …
The SEC’s GC: Rusty McGranahan on “All Things SEC”
In this 42-minute video, the SEC’s General Counsel – Rusty McGranahan – discusses, among other things: