Last week, the SEC’s Division of Investment Management Director Brian Daly delivered this speech that discussed fiduciary duties and proxy voting. Here are the main points of the speech: 1. Proxy Voting is a Key Focus: Daly emphasized that proxy voting is a central part of the SEC’s regulatory agenda. He referenced President Trump’s Executive Order directing the SEC Chairman to reconsider the regulation of …
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The SEC (Broadly) Solicits Comment on the Entirety of Regulation S-K
Yesterday, SEC Chairman Paul Atkins issued this statement soliciting comments on the entirety of Regulation S-K, “with the goal of revising the requirements to focus on eliciting disclosure of material information and avoid compelling the disclosure of immaterial information.” While receiving comments by the deadline of April 13th, Corp Fin is conducting a comprehensive review of Regulation S-K. Not sure what the end result will …
Thursday’s Webcast: “Insider Trading Policies and Rule 10b5-1”
Join us this Thursday, January 15th for the webcast – “Insider Trading Policies and Rule 10b5-1” – during which Asa Henin and Amanda Weiss will discuss all you need to know about the latest for insider trading policies, Rule 10b5-1 plans and related reporting. Register now. We also have one other upcoming webcast on Wednesday, January 21st as part of our “SEC Reporting Series“: “Proxy …
First Institutional Investor to Stop Using Proxy Advisors?
According to this WSJ article, J.P. Morgan Asset Management has stopped using proxy advisors – which is believed to be the first time an institutional investor hasn’t used ISS or Glass Lewis as part of its proxy voting analytical process in a long time. Instead, J.P. Morgan Asset Management will use its own internal AI-powered platform to help decide how to vote its proxies. It …
Shareholder Proposals: What Do the Exclusion Notices Look Like So Far?
Ahead of this proxy season, Corp Fin issued this statement saying that it wouldn’t respond to no-action requests – at least until September 30, 2026 – unless a company is seeking relief under Rule 14a-8(i)(1), the “not a proper subject under federal or state law” exclusion basis for companies incorporated in Delaware. Companies are still required to notify the SEC and proponents of their intention …
The Most Common AI “Risk Factor” Categories
With the news that over 70% of S&P 500 companies provide some sort of AI-related risk factors in their SEC disclosures, it’s a good time to review the type of risk factors that you might want to consider – of course, tailoring the decision to include a particular risk factor and what is drafted about it to your own circumstances. If you’re using AI in …
BlackRock Investment Stewardship’s Updated Guidelines: Nine Things to Know
Here’s a summary of key updates that BlackRock Investment Stewardship (BIS) recently made to its proxy voting guidelines, penned by Cooley’s Brad Goldberg, Beth Sasfai, Michael Mencher and Vince Flynn. The upshot is that the 2026 updates largely reinforce trends from last year, including a sharper emphasis on financial materiality, the removal of “diversity” terminology in favor of experience- and skills-based framing, more neutral language designed …
Audit Committee Disclosure: In a Nutshell
Here’s the basics – and some nuances – of what you need to know about audit committee disclosure under Item 407(d) of Regulation S-K: 1. Audit committee charter: Yes, you need one Disclose whether the audit committee has a charter. NYSE and Nasdaq require a charter – and if it’s not on your website, it must appear in the proxy as an appendix at least …
What to Expect Now from the SEC’s Enforcement Division
Here’s the intro from this entry on Cooley’s “Securities Litigation + Enforcement” blog penned by Luke Cadigan, Tejal Shah, Elizabeth Skey, Samanta Kirby and Bingxin Wu: “When Paul Atkins became the new chairman of the Securities and Exchange Commission (SEC) in April 2025, the market expected enforcement actions against public companies to decrease. Chairman Atkins has criticized the prior SEC administration’s pursuit of large corporate …
New California Law Restricts Ability to Compel Repayments From Employees Upon Termination
Here’s a Cooley Alert penned by Ali Murata and Michael Bergmann: “Earlier this year, California enacted Assembly Bill 692, which could dramatically affect many common techniques used by employers to recover funds from terminating employees. As further described in this November 24 client alert, for employment contracts entered into on or after January 1, 2026, the new law generally prohibits inclusion of (or requiring a …