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Impacts for US Companies of the Proposed EU Omnibus Package

You’ll want to read the key takeaways in this Cooley Alert by Emma Bichet and Jack Eastwood that follow this intro: “On February 26, 2025, the European Commission (Commission) published a proposed ‘Omnibus package’ to streamline some of the recently adopted European Union (EU) sustainability laws. The laws in scope of the proposed Omnibus package are the Corporate Sustainability Reporting Directive (CSRD), the EU Taxonomy …

CEOs Increasingly Care About Disclosure as They Become More Accountable for Sustainability Strategies

For larger companies, Teneo notes that CEOs are named in sustainability reports to be ultimately responsible for their corporate climate strategies a third of the time – almost double the amount disclosed in 2023 (18%). CEOs signed a supermajority of sustainability report cover letters this year, while other executives (such as chief sustainability officers) signed cover letters about a quarter of the time. Cooley’s Beth …

Proposed Section 162(m) Regulations: Status Going Forward?

Here’s the intro of this Cooley Alert penned by Ali Murata and Michael Bergmann: “In the last few days preceding President Donald Trump’s inauguration, the IRS under the Biden administration proposed regulations to implement amendments to Internal Revenue Code § 162(m) that were enacted in 2021 but will first become effective for taxable years beginning after December 31, 2026. The proposed regulations were published in …

BlackRock Engagements Are Back On!

A few days ago, I blogged that BlackRock had temporarily paused engagements so they could digest and adjust to Corp Fin’s new CDI positions regarding “control” and “influencing” a company when engaging. As noted in this Reuters article, BlackRock has now resumed its engagements. It has also been reported that Vanguard has temporarily paused its engagements – and I imagine that it too will resume …

Glass Lewis Changes Course on Board Diversity (Too)

Given the late season announcement last week from ISS on its board diversity voting policies, it’s not that surprising that Glass Lewis also has now announced changes to its voting policies in this area. Glass Lewis has sent a memo to clients – with further guidance coming on March 3rd after it hears feedback from its investor clients and after the DOJ issues a report …

A Response to Last Week’s Corp Fin Interps: BlackRock Stops All Scheduled Engagement!

As noted in the Cooley Alert from Brad Goldberg, Beth Sasfai, Reid Hooper and Michael Mencher that I blogged about yesterday, Corp Fin issued guidance last week that some thought could alter the nature of shareholder engagement going forward. As noted in this brief news article, BlackRock has cancelled all scheduled shareholder engagements with companies – the article says “temporarily” and that is all we …

Corp Fin Issues New Guidance on Shareholder Proposals and Engagement

Here’s the intro from this Cooley Alert from Brad Goldberg, Beth Sasfai, Reid Hooper and Michael Mencher: “On February 11 and 12, 2025, the staff of the Division of Corporation Finance (Staff) of the Securities and Exchange Commission (SEC) provided a pre-Valentine’s Day treat for public companies and shareholders to digest in the form of two new significant sets of guidance with the potential to …