A few days ago, the SEC issued this press release with a list of the current senior staffers in Corp Fin. Director Jim Moloney started his job a few months ago – and now he has three Deputy Directors! Cicely LaMothe recently retired and Duc Dang was promoted to serve as Deputy Director for disclosure operations in her stead. Christina Thomas was just rehired by …
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Vanguard’s Updated Voting Policies: Seven Things to Know
Last week, Vanguard updated its voting policies for this proxy season. Remember that Vanguard has split its stewardship teams into two – and for this proxy season, it appears there are no substantive differences between the Vanguard Capital Management policy and the Vanguard Portfolio Management policy for US companies. Overall, Vanguard’s policy updates closely track the trends we saw in BlackRock’s recent updates, including a …
Tomorrow’s Webcast: “Proxy Disclosures – A Look at Potential Changes Ahead”
Join us tomorrow, Wednesday, January 21st for the webcast – “Proxy Disclosures: A Look at Potential Changes Ahead” – during which Cooley’s Ali Murata and Brad Goldberg, as well as Compensia’s Mark Borges, will share insights on hot-button topics in proxy disclosures leading into this proxy season, including potential regulatory environment shifts and proxy advisor and institutional investor policy updates. Register now.
Shareholder Proposals: What Do the Exclusion Notices Look Like So Far?
Following up on last week’s blog about the stats on this: 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 …
Do Institutional Investors Have a Fiduciary Duty (Sometimes) Not to Vote Proxies?
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 …
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 …