During Northwestern’s “Securities Regulation Institute,” there was an interesting discussion about whether AI tools supplant the need for the summary of risk factors placed in SEC filings because investors can easily summarize the risk factors using an AI tool. This also made me consider a slightly different question – one that may be relevant as the SEC considers taking aim at “information overload” – which …
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Happy 25th Birthday to RealCorporateLawyer.com!
How many of you remember RealCorporateLawyer.com? I sure do. It was my first website – and I launched it twenty-five years ago today. I left the SEC at the end of ’98, having been sort of the “Internet guy” within Corp Fin for a few years – handling a lot of issues related to how this new thing called “the Web” impacted the securities laws. …
Equity Plan Proposals: Changes in ISS’ EPSC Evaluation
Here’s an excerpt from this Cooley Alert penned by Michael Bergmann and Ali Murata: “It is important to note that, in December 2025, ISS added an additional negative overriding factor, where a plan has an “insufficient” score under the Plan Features pillar (i.e., if the plan “lacks sufficient positive features,” as ISS puts it). As a result, ISS may recommend a vote against an equity …
California’s SB 253 and SB 261: Developments and Litigation
Here’s the intro from this Cooley Alert penned by Beth Sasfai, Michael Mencher, Vince Flynn and Jordan Cohen: “On November 18, 2025, the US Court of Appeals for the Ninth Circuit issued a temporary injunction blocking enforcement of SB 261 (climate-related financial risk reporting) pending appeal, but not affecting SB 253 (greenhouse gas emissions reporting). Oral arguments before the Ninth Circuit took place on January …
Second Institutional Investor Stops Using Proxy Advisors
Last week, Wells Fargo’s Wealth & Investment Management announced it had launched an internal proxy voting service – powered by Broadridge – and would cut ties to ISS in the process as noted in this Reuters article. This follows in the footsteps of J.P. Morgan Asset Management’s decision to stop using proxy advisors. Note that this new approach doesn’t apply to Wells Fargo’s mutual funds, …
Broker Search: NYSE Aligned With Corp Fin on New CDI
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 …
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 …