As discussed in more detail in Cooley’s October 10 alert, remarks by Securities and Exchange Commission (SEC) Chairman Paul Atkins suggest that Delaware-incorporated companies may be able to exclude precatory (nonbinding)...more
12/4/2025
/ Capital Markets ,
Corporate Governance ,
Delaware ,
Delaware General Corporation Law ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
No-Action Letters ,
Proxy Season ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Regulation ,
Shareholder Activism ,
Shareholder Proposals
ISS Governance has announced its Benchmark Policy Updates for its proxy voting guidelines applicable to stockholder meetings on or after February 1, 2026....more
12/3/2025
/ Board of Directors ,
Corporate Governance ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Institutional Investors ,
Institutional Shareholder Services (ISS) ,
Proxy Advisory Firms ,
Proxy Voting Guidelines ,
Shareholder Meetings ,
Shareholder Proposals ,
Shareholders
Cooley just released its first “Post-IPO Governance Trends Report,” an in-depth look at how newly public companies structure their governance profiles in the years following their initial public offerings (IPOs)....more
On November 17, 2025, the staff of the Division of Corporation Finance of the US Securities and Exchange Commission (SEC) announced a significant procedural shift in its administration of the no-action request process for...more
11/21/2025
/ Corporate Governance ,
No-Action Letters ,
Proxy Season ,
Publicly-Traded Companies ,
Regulatory Oversight ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Regulation ,
Shareholder Proposals ,
Shareholders
ISS Governance announced commencement of the public comment period on its proposed benchmark policy changes for 2026. This solicitation of comments follows ISS’ September release of results from its 2025 Global Benchmark...more
The 2025 proxy season marked a turning point in the Securities and Exchange Commission’s (SEC) administration of shareholder proposals. ...more
10/24/2025
/ Corporate Governance ,
New Guidance ,
No-Action Letters ,
Proxy Season ,
Proxy Statements ,
Regulatory Oversight ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Regulation ,
Shareholder Proposals
On October 15, Glass Lewis announced that, starting in 2027, it will shift away from a standard market-wide set of proxy voting guidelines and move toward more customized voting policies, allowing investors greater choice in...more
On September 15, the Securities and Exchange Commission (SEC) Office of Mergers and Acquisitions responded to a no-action request from Exxon Mobil Corporation (Exxon), confirming that it would not recommend enforcement action...more
In remarks delivered on October 9 at the John L. Weinberg Center for Corporate Governance’s 25th Anniversary Gala, US Securities and Exchange Commission (SEC) Chairman Paul Atkins suggested the SEC may be open to eliminating...more
The 2025 proxy season marked a turning point in the Securities and Exchange Commission’s (SEC) administration of shareholder proposals. Over the course of the season, the staff of the Division of Corporation Finance (staff)...more
As described in this June 27 alert, the Securities and Exchange Commission (SEC) on June 26 hosted a roundtable meeting to discuss potential updates to the existing executive compensation disclosure requirements and solicited...more
The 2025 proxy season (July 1, 2024 – June 20, 2025, meetings) concluded with a significant drop in the volume of shareholder proposals from the 2024 proxy season’s record high, as environmental and social (E&S) proposals...more
As previewed in this May 22 Cooley alert, on Thursday, June 26, the Securities and Exchange Commission (SEC) hosted a roundtable meeting to discuss potential updates to the existing executive compensation disclosure...more
On June 4, 2025, following observation of the significant increase in the foreign private issuer (FPI) population between 2003 and 2023, the Securities and Exchange Commission (SEC) published a concept release soliciting...more
The Securities and Exchange Commission (SEC) last week announced that, on June 26, 2025, it will host a roundtable meeting to discuss potential updates to the existing executive compensation disclosure requirements. The...more
As most public companies know, shareholder outreach is often an important part of the playbook when a company is seeking approval of compensation-related proposals at an annual meeting. A company may engage with shareholders...more
Public companies find themselves rethinking disclosures relating to the diversity of their board and their director recruitment practices as they head into proxy season, given recent developments – including the US Court of...more
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...more
2/17/2025
/ Beneficial Owner ,
Corporate Governance ,
Disclosure Requirements ,
Institutional Investors ,
Investors ,
Reporting Requirements ,
Schedule 13G ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation ,
Shareholders
On January 31, 2025, Vanguard issued its proxy voting policy for US portfolio companies, following the publication of BlackRock’s proxy voting guidelines for benchmark policies – US securities in December 2024. The updates...more
On December 17, 2024, one of the two most influential proxy advisory firms, ISS, released its Proxy Voting Guidelines Benchmark Policy Changes for 2025: US, Canada, and Americas Regional, which provides updates to its voting...more
The recent homicide of UnitedHealthcare CEO Brian Thompson has put a spotlight on executive security and has prompted many companies to reassess how they are protecting their top executives. We also believe that in the wake...more
On November 14, 2024, Glass Lewis, one of the two most influential proxy advisory firms, released updates to its voting policies for the 2025 proxy season. The Glass Lewis 2025 Benchmark Policy Guidelines will apply for...more
The Securities and Exchange Commission (SEC) adopted final rules and form amendments intended to improve access to and management of accounts on its Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system that are...more
ISS and Glass Lewis annual policy surveys have launched -
As is typical, executive compensation issues are covered in the Institutional Shareholder Services (ISS) and Glass Lewis annual policy surveys this year, with each...more
There are a number of US Securities and Exchange Commission (SEC) reporting implications arising from the server-related outages caused by CrowdStrike’s defective software update on July 19, 2024, and their impacts on public...more