Just before the holidays got going, BlackRock updated their voting policies and engagement priorities. Here’s a laundry list of those updated documents: For the changes to BlackRock’s Voting Benchmark Policies, here are eight notable things to be aware of – courtesy of Cooley’s Beth Sasfai, Michael Mencher and Jordan Cohen: It’s also notable that BlackRock has created a new initiative called “BlackRock Active Investment Stewardship,” …
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Large Companies Are Now Living in a Double Materiality World: What About Smaller Companies?
With most S&P 500 companies well underway on their CSRD materiality assessments, it’s not surprising that there is a fast-growing number of them that have completed – or are in the process of completing – “double” materiality assessments. Cooley’s Michael Mencher notes that smaller companies are less likely to be on this path if they’re not subject to the CSRD, and their references to a …
Should the SEC Revisit Executive Security Perquisite Disclosure?
Here is the conclusion from this Cooley alert penned by Michael Bergmann, Brad Goldberg, Ali Murata, Amanda Weiss, and Janice Chan: “Reexamining personal security-related perquisites is further supported in an environment where the line between personal and business activities has been so significantly blurred since the 2006 release. Technological advancements have all but eliminated the nine-to-five workday for senior executives and ushered in a world …
New ISS Policy Updates, Pay FAQs and Hint of Pay-for-Performance Changes to Come
This Cooley Alert penned by Michael Bergmann, Brad Goldberg, Ali Murata, Beth Sasfai, and Megan Schilling digs deeper into the recent changes to ISS’ voting policy guidelines and executive pay FAQs than I recently did in this blog. Here is an excerpt related to the changes to the executive compensation FAQs: “On December 13, 2024, ISS published updates to its Executive Compensation Policies FAQ, which …
Nasdaq’s Board Diversity Rule Is Dead: Now What?
As we recently blogged about, the US Court of Appeals for the Fifth Circuit vacated the SEC’s approval of Nasdaq’s board diversity disclosure rules last week. As a result, these rules no longer apply to proxy and information statements filed by Nasdaq-listed companies. Cooley’s Beth Sasfai told me she is fielding a lot of questions about what this means for Nasdaq-listed companies. Beth notes it means …
ISS Updates Voting Policies and Executive Compensation FAQs
A few days ago, ISS issued this press release announcing the updating of its voting policies, for annual meetings held on or after February 1, 2025. Here is the complete set of ISS benchmark voting policies. There is not much this year in the way of change. The few changes are listed in this executive summary and this “policy updates” document. For the US, the policy changes …
Here Come the EU CSRD and IFRS Disclosures
Just as I was starting this job, Cooley put out an awesome alert – with a set of great graphics – noting how the initial disclosures made voluntarily under the CSRD look. The top takeaways include:
Video Archive: “Hot Governance and Engagement Proxy Tips You Need to Know”
Here’s the video archive for last week’s webcast – “Hot Governance and Engagement Proxy Tips You Need to Know” – during which Cooley’s Beth Sasfai, Michael Mencher, and Broc Romanek and Proxy Analytics’ Steve Pantina discussed how you can prepare for another wild proxy season by keeping your proxy fresh and staying attuned to stakeholder demands.
5th Circuit Court Nixes Nasdaq’s Board Diversity Rule
Wow. By a 9-8 vote – that’s a close one! – the 5th Circuit decided that the SEC exceeded its authority when it approved the Nasdaq’s board diversity rule in Alliance for Fair Board Recruitment v. SEC last week. The 5th Circuit’s decision overrules a 5th Circuit panel decision from October 2023 that upheld the Nasdaq’s rule. It’s being reported that Nasdaq doesn’t intend to …
Corp Fin Director Erik Gerding to Depart
Not surprising given there are impending changes afoot for the positions of the SEC chair and the US president, Corp Fin Director Erik Gerding announced today that he will be leaving the SEC at the end of the year. Erik was well-liked by the Corp Fin Staff and boosted morale – so I’m sure he will be missed. Deputy Director Cicely LaMothe will step up …