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 …
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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 …
IPOs Made Simple: Cooley’s New “IPO GO”
One of the reasons I joined Cooley last year was the firm’s forward-thinking and innovative approach to the practice of law. A case in point is our new “IPO GO” resource that was just launched. IPO GO is an interactive guide anchored by the voluminous Form S-1. “Interactive” is the key here because other IPO tools tend to be static. IPO GO is also intuitive …
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 …
Whoa! ISS Updates Its Voting Policies (Again) to No Longer Consider Board Diversity
In a rare move to update its voting policies in the midst of proxy season, ISS issued this press release stating it will no longer consider a board’s gender, racial or ethnic diversity when making director election recommendations. This policy change applies to the US benchmark and specialty policies of ISS – and apply to shareholder meeting reports published on or after February 25th. ISS …
Form 10-K: Our Clawback Checkbox FAQs
We’re in Year 2 for the clawback checkboxes on the cover of the Form 10-K and we’re fielding a lot of questions from clients about them right now. As Cydney Posner noted a little while back in her Cooley blog, there is still a bit of confusion about these two newish checkboxes. Here’s a set of a dozen quick FAQs to help you understand these …
Climate Disclosure: SEC’s Acting Chair Requests That Eighth Circuit Hold Off on Scheduling Argument
The SEC’s Acting Chair Mark Uyeda released this statement yesterday indicating that the agency has requested that the Eighth Circuit – where the cases challenging the SEC’s 2024 climate disclosure rules are consolidated – not schedule the case for argument until the SEC figures out its position under a new Commission composition. In other words, once incoming SEC Chair Paul Atkins is confirmed by the …
New Administration Orders Repeal of 10 Regulations If One New Regulation Is Proposed or Adopted
Recently, the new administration issued this executive order mandating that federal agencies identify at least 10 regulations to be repealed if that agency proposes or adopts a new regulation, per Section 3 of the order. Section 5 defines “regulation” broadly to cover rules, regulations, policy statements and guidance. This is similar to the last time President Donald Trump was in office – except back then, …
Video Archive: “AI Disclosures for Public Companies”
We have posted the video archive for our recent webcast – “AI Disclosures for Public Companies” – featuring Cooley’s Kristen Mathews and Sarah Sellers exploring the evolving role of AI in public companies and related corporate governance and disclosure matters.