This Glass Lewis “Proxy Season Briefing” might be fascinating for those that are US-centric and not aware of how much governance practices vary significantly around the world. Market practice particularly varies when it comes to the format of the annual shareholder meeting. A surprising number of countries have annual meetings where there is almost always an in-person component. This includes the United Kingdom, France, Sweden, …
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A Nifty ‘Filer Status Flowchart’
Recently, I blogged about a new CDI in which Corp Fin noted that a non-accelerated filer can now continue to be a non-accelerated filer for the fiscal year immediately following loss of “smaller reporting company” status, on the basis that the issuer is eligible to use SRC-scaled reporting until its first quarter Form 10-Q of the year following the loss of SRC status. In response …
What Should Be Seen as the Potential Outcomes of Shareholder Engagement?
Engagement needs to be both a strategic process and a two-way dialogue, because the investors you’re engaging with have their own goals for your engagement with them. Does each side have certain expectations as to where the engagement ultimately will go? Maybe. Between the company and the investor, there may well be a lack of alignment on the question of “Should this engagement have a …
The SEC’s Inspector General Recommends Changes for Corp Fin’s Disclosure Review
Recently, the SEC’s Office of Inspector General issued this report summarizing its audit of Corp Fin’s disclosure review program. The purpose of the audit was two-fold as to whether the review program: The audit found: 1. Documentation and guidance on annual report selection and scoping were lacking. Over the last two years, Corp Fin’s rationale for selecting companies for elective annual report reviews was often …
What the SEC’s Shutdown Means for You
Last week, I blogged that if a shutdown happens, it feels like it could last longer than the typical shutdown given the politics involved. The shutdown is now here – and Corp Fin posted this note late yesterday afternoon saying that it can’t declare registration statements effective starting October 1st, as well as this set of 22 FAQs that mirror the FAQs posted by Corp …
What the No-Action Letter Landscape Tells Us About Preparing for 2026
Here’s the intro from this “Cooley Alert” penned by Brad Goldberg, Beth Sasfai, Reid Hooper, Michael Mencher, Justin Kisner and Stephanie Gambino: “The 2025 proxy season marked a turning point in the SEC’s administration of shareholder proposals. Over the course of the season, the staff of the Division of Corporation Finance (staff) received a significant increase in no-action requests under Rule 14a-8 of the Securities …
Texas AG Probes ISS and Glass Lewis Over ESG
As noted in this press release from Texas Attorney General Ken Paxton, he is investigating ISS and Glass Lewis “for potentially misleading institutional investors and public companies by issuing voting recommendations that advance radical political agendas rather than sound financial principles.” The press release notes his office has issued civil investigative demands to both firms to determine whether they violated Texas consumer protection laws, including …
The Impending Government Shutdown: This One is Different?
There have been so many ‘impending’ government shutdowns that get resolved at the last minute that I have become immune to the threats when they are just around the corner. This one feels different to me in a variety of ways (see this ABC News article for gloss). A shutdown would start next Wednesday if Congress doesn’t pass a funding bill before then. If a …
Corp Fin’s New CDI on Filer Determination Status (Good News for Non-Accelerated Filers)
A few weeks ago, Corp Fin issued a new CDI that didn’t get a lot of attention because the SEC didn’t push out an email alert about it like it normally does. The upshot of the CDI is that a non-accelerated filer can now continue to be a non-accelerated filer for the fiscal year immediately following loss of “smaller reporting company” status, on the basis …
A First Look! ExxonMobil Files Initial Solicitation Materials for Retail ‘Opt In’ Voting Program
Hat tip to Cooley’s Vince Flynn for a heads up about these solicitation materials recently filed by ExxonMobil with the SEC related to its retail voting program that I blogged about last week. The program provides beneficial owners and registered holders the opportunity to ‘opt in’ to provide standing instructions to cast their shareholder meeting votes so that they are aligned with the company’s board …