A few days ago, the SEC announced it has updated its 115-page Enforcement Manual, with its first refresh in nine years. The Manual’s changes reflect the direction that SEC Chairman Paul Atkins and Enforcement Director Margaret Ryan have noted would be made to the Division’s policies and procedures since they got into office. As someone who wrote the “SEC Enforcement Handbook” for TheCorporateCounsel.net many years …
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The Shareholder Proposal Exclusion Risk Is Real: Now Up to Three Lawsuits
Last week, I blogged about how four NYC public pension funds sued a company in a New York federal court over its decision to exclude a workforce diversity shareholder proposal after the company decided it had a “reasonable basis” to exclude and went through the process to procure this Rule 14a-8(j) “no objections” letter from Corp Fin. In that blog, we noted that the company’s …
Shareholder Activism: Trends to Consider
Here’s an excerpt from an entry on “Cooley’s M&A Blog” penned by Jamie Leigh, Sean Brownridge, Bill Roegge, Kevin Cooper, Lucas Wherry and Simon Trisk about recent shareholder activism trends and what to expect this year: “Activists view CEO turnover as an opportunity to pursue campaigns. During the past year, 18% of US campaigns were initiated following CEO turnover, a 38% increase over the four-year …
SEC Chairman Atkins Talks Executive Compensation Disclosure
On Friday, I blogged about this recent speech from SEC Chairman Paul Atkins in the risk factors context. Today, I’m blogging about what the Chairman said about executive compensation disclosure. You will recall that last summer, the SEC solicited comment on modernizing Item 402 of Regulation S-K as part of a roundtable held on that topic (here’s the Cooley Alert about that roundtable). Here are …
SEC Chairman Atkins Talks “Risk Factors” Reform
Just last week, I blogged about drafting risk factor disclosure in a new AI-dominated era. A few days ago, SEC Chairman Paul Atkins delivered this speech – in addition to addressing several other topics – laying out a conceivable path towards risk factor reform. Here are the potential elements that he mentioned:
The Shareholder Proposal Exclusion Risk Is Real: The First Lawsuit
Back when Corp Fin decided to bow out of serving as the referee for this proxy season, many preached that companies still had to be careful when deciding whether to exclude a proposal. Serving as the referee isn’t easy – and definitely opens you up to second-guessing. Something that the Corp Fin Staffers who have served on the “Shareholder Proposal Task Force” know all too …
Corp Fin Posts More Deal CDIs
Corp Fin certainly has been busy updating its CDIs. Last week, Corp Fin issued two new Rule 13e-3 going-private CDIs (as well as a conforming revision to an existing CDI), two new tender offer CDIs and one updated Form S-4 business combination CDI. Cooley’s Justin Kisner offers the following observations on the updates: “The Rule 13e-3 and tender offer CDIs do not represent a shift …
Corp Fin Director Jim Moloney Highlights Upcoming Attractions
If you’ve been reading this blog on a regular basis, you know that the SEC – including Corp Fin – has has been very active over the past year announcing a number of rulemaking and initiatives to come. Corp Fin Director Jim Moloney delivered this speech at Northwestern’s recent “Securities Regulation Institute” highlighting the actions that Corp Fin is planning – and indicating that what’s …
SEC to Start Suspending Filings with XBRL Errors in Filing Fee Exhibits
Last week, the SEC announced that its moving towards stricter enforcement of Inline XBRL (iXBRL) data quality as the agency will suspend filings made on EDGAR – rather than merely issuing warnings – for fee-bearing forms (such as registration statements) that have XBRL errors in the filing fee exhibits. The SEC will begin suspending filings with XBRL errors in those exhibits on March 16th – although …
Drafting Risk Factors in a New AI Era
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 …