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 …
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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 …
BlackRock Engagements Are Back On!
A few days ago, I blogged that BlackRock had temporarily paused engagements so they could digest and adjust to Corp Fin’s new CDI positions regarding “control” and “influencing” a company when engaging. As noted in this Reuters article, BlackRock has now resumed its engagements. It has also been reported that Vanguard has temporarily paused its engagements – and I imagine that it too will resume …
Glass Lewis Changes Course on Board Diversity (Too)
Given the late season announcement last week from ISS on its board diversity voting policies, it’s not that surprising that Glass Lewis also has now announced changes to its voting policies in this area. Glass Lewis has sent a memo to clients – with further guidance coming on March 3rd after it hears feedback from its investor clients and after the DOJ issues a report …
IPOs Made Simple: Cooley’s New “IPO GO”
One of the reasons I joined Cooley last year was the firm’s forward-thinking and innovative approach to the practice of law. A case in point is our new “IPO GO” resource that was just launched. IPO GO is an interactive guide anchored by the voluminous Form S-1. “Interactive” is the key here because other IPO tools tend to be static. IPO GO is also intuitive …
A Response to Last Week’s Corp Fin Interps: BlackRock Stops All Scheduled Engagement!
As noted in the Cooley Alert from Brad Goldberg, Beth Sasfai, Reid Hooper and Michael Mencher that I blogged about yesterday, Corp Fin issued guidance last week that some thought could alter the nature of shareholder engagement going forward. As noted in this brief news article, BlackRock has cancelled all scheduled shareholder engagements with companies – the article says “temporarily” and that is all we …