Latest Articles

'34 Act/Other Bottom Line

EDGAR Next: The Need to File a Revised Form ID When Onboarding Brand New Insiders

Here’s an important point made by Cooley’s Luci Altman during this 29-minute video we recently blogged about: “If you are onboarding a new director or officer in the near term who has never had EDGAR codes or if you know your company will need to file a Form D for the first time, make sure you understand the changes to Form ID and adjust your …

Corporate Governance

Corp Fin Issues “Verification of Accredited Investor Status” Guidance

Last week, Corp Fin issued guidance about how to verify accredited investors in two different forms. It issued two CDIs on the topic, as well as a no-action letter that goes into more detail. [As noted in this blog by Cooley’s Cydney Posner, these CDIs were among two dozen that the staff issued, modified or withdrew.] CDI 256.35 clarifies that the list of verification methods …

Sustainability/E&S Daily Practice

External ESG Assurance: Wide Divergence Between Large and Small Companies

Teneo reports that the percentage of large companies obtaining external assurance of at least one ESG data point held steady at 62% for this year, as well as last year. KPMG’s survey went a step further, finding that 79% of FTSE 100 companies obtained some sort of external ESG assurance. Cooley’s Michael Mencher notes that for many of these larger companies, this is likely related …

Executive Pay Proxy Season

Shareholder Engagement on Comp: Time-Sensitive Complications for This Proxy Season

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 …

Proxy Season Bottom Line

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 …

'34 Act/Other Bottom Line

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 …

Proxy Season Bottom Line

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 …