Recently, Corp Fin issued a slew of new and revised CDIs and New Question 133.02 states that Corp Fin recognizes that the “broker search” may be completed in less than 20 business days prior to record date. In other words, Corp Fin won’t object if a registrant conducts its “broker search” less than 20 business days before the record date, provided that the registrant reasonably believes …
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A Podcast on Precatory Shareholder Proposals
Recently, John Jenkins hosted this 30-minute podcast on TheCorporateCounsel.net with our own Brad Goldberg and Morris Nichols’ Kyle Pinder about precatory shareholder proposals. Topics covered:
Five Mistakes Made With Preliminary Proxy Statements (Part 2)
Following up on Part 1 of this blog that explains what a “preliminary proxy” is – and the first two common mistakes made with them – here are three more common mistakes (as well as a bonus note): 3. Filing for shareholder proposals Rule 14a-6(a)(3)states that a preliminary proxy is not required due to the inclusion of a Rule 14a-8 shareholder proposal in the proxy …
Five Mistakes Made With Preliminary Proxy Statements (Part 1)
With the partial federal government shutdown likely to close the SEC for only a day or two – see this new set of Corp Fin FAQs on the impact of a shutdown, which is essentially the same as the guidance from the last shutdown; there’s a new FAQ #13 on Rule 462(b) about upsizing offerings – let’s focus on something more practical: A preliminary proxy …
Key Updates in BlackRock’s and Vanguard’s Updated Voting Guidelines
Here’s an excerpt from this Cooley Alert penned by Brad Goldberg, Beth Sasfai, Michael Mencher, Luci Altman and Vince Flynn (see the full Alert for a recap of about Vanguard’s updates): BlackRock: What changed in 2026 Universal changes BIS introduced several notable shifts in tone and framing across its 2026 guidelines. The firm replaced “vote against” with “not support” when describing potential voting actions and generally …
Corp Fin Director Jim Moloney Talks Disclosure Reform
New Corp Fin Director Jim Moloney delivered remarks a few days ago at Northwestern’s annual Securities Regulation Institute that are notable – and in line with the theme of Chairman Atkins’ October speech in which he stated that one of his top priorities is to make being a public company an attractive proposition and that he is hoping to simplify and scale the SEC’s disclosure …
Corp Fin Revamps a Slew of CDIs (Including Objecting to Voluntary Exempt Solicitations on Form PX14A6G)
Last Friday, Corp Fin revised nine CDIs, issued eight new CDIs – and withdrew ten CDIs. A huge shout out to Cooley’s Justin Kisner for the analysis of the CDIs below that are related to the proxy season and deals; the last group of changes listed in section D below are primarily a bunch of “integration” CDI withdrawals or revisions to bring Corp Fin’s interpretive …
SEC Commissioner Uyeda Speaks on Disclosure Reform
At Northwestern’s annual Securities Regulation Institute in San Diego yesterday, SEC Commissioner Mark Uyeda delivered this speech about how securities law reform in the Corp Fin area might unfold. His main themes consisted of: Commissioner Uyeda provided these examples of things that could be tackled as part of the SEC’s Regulation S-K reform project:
ISS Updates Its FAQs to Align With ‘26 Proxy Guidelines
Last month, I blogged several times about what ISS changed in its proxy voting guidelines for this proxy season. Now, ISS has updated its three sets of FAQs – consisting of Non-Compensation FAQs; Executive Compensation FAQs; and Equity Plan Compensation FAQs – to align with those changes and provide more color. Three of the non-compensation FAQs, 15 of the compensation FAQs; and 8 of the …
Securities Litigation: Watch Your AI Disclosures
In this Cooley memo penned by William Pao, Jonathan Waxman and Julian Piroli, I read the fact patterns for the various securities litigation cases involving AI-related disclosures with great interest. It’s worth checking out. Here’s the intro from the memo: “In 2025, securities litigation over artificial intelligence claims reached a new level of intensity. What had been a trickle of exploratory cases before 2024 became …