AI note-taking tools are increasingly common in day-to-day business settings, and our clients often ask if they should use AI notetakers in board meetings....more
6/11/2026
/ Artificial Intelligence ,
Attorney-Client Privilege ,
Board Meetings ,
Board of Directors ,
Confidential Documents ,
Confidential Information ,
Confidentiality Policies ,
Corporate Governance ,
Cybersecurity ,
Data Security ,
Emerging Technologies ,
Fiduciary Duty ,
Privileged Communication ,
Risk Management ,
Third-Party Service Provider
Here’s an excerpt from this Cooley Alert penned by Beth Sasfai, Brad Goldberg, Michael Mencher, Vince Flynn, Victoria Peluso, Reid Hooper and Justin Kisner: “Governance proposals remained steady in volume and continue to...more
6/11/2026
/ Board of Directors ,
Corporate Governance ,
Exxon Mobil ,
Investors ,
Proxy Season ,
Proxy Voting ,
Publicly-Traded Companies ,
Shareholder Meetings ,
Shareholder Proposals ,
Shareholder Rights ,
Shareholders
Here’s an excerpt from this Cooley Alert penned by Beth Sasfai, Brad Goldberg, Michael Mencher, Vince Flynn, Victoria Peluso, Reid Hooper and Justin Kisner: “As of June 1st, companies had submitted 170 Rule 14a-8(j) exclusion...more
6/10/2026
/ Corporate Governance ,
Environmental Social & Governance (ESG) ,
No-Action Requests ,
Proxy Advisors ,
Proxy Materials ,
Proxy Season ,
Proxy Statements ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholder Litigation ,
Shareholder Proposals ,
Shareholder Rights
Here are 12 key takeaways from my interview with SEC General Counsel Rusty McGranahan that I blogged about last week: Be Bold and Creative: Rusty repeatedly encouraged companies and lawyers to actively consider the new...more
6/9/2026
/ Disclosure Requirements ,
Enforcement Priorities ,
Initial Public Offering (IPO) ,
Proposed Rules ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Regulatory Reform ,
Reporting Requirements ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals
Here’s an excerpt from this Cooley Alert penned by Rich Segal, Chad Mills, Julia Boesch, Reid Hooper, Liz Dunshee, Luci Altman, Victoria Peluso, Katherine Denby and Christine Turner:...more
6/8/2026
/ Capital Raising ,
Foreign Private Issuers ,
Form S-1 ,
Form S-3 ,
Initial Public Offering (IPO) ,
Notice of Proposed Rulemaking (NOPR) ,
Private Investment in Public Equity (PIPEs) ,
Proposed Rules ,
Publicly-Traded Companies ,
Registration Requirement ,
Reporting Requirements ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Special Purpose Acquisition Companies (SPACs)
Did you notice that the SEC hasn’t held an open Commission meeting so far this year? Me neither. Which should lead us both to conclude that it doesn’t matter. Because it doesn’t....more
6/4/2026
/ Administrative Agencies ,
Administrative Procedure Act ,
Corp Fin ,
Government Agencies ,
Open Meetings Act ,
Proposed Rules ,
Public Meetings ,
Regulatory Authority ,
Regulatory Oversight ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Sunshine Act ,
Transparency
Episode 2 of SEC Chair Paul Atkins’ new podcast “Material Matters” featured Corp Fin Director Jim Moloney. Here’s ten things that Jim said during the 25-minute podcast:...more
6/2/2026
/ Capital Markets ,
Corp Fin ,
Corporate Governance ,
Disclosure Requirements ,
Executive Compensation ,
Exemptive Orders ,
Form 10-K ,
Form 10-Q ,
Investors ,
No-Action Letters ,
Proposed Rules ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Agenda ,
Regulatory Reform ,
Reporting Requirements ,
Securities and Exchange Commission (SEC)
A little over two years since they were initially adopted, the SEC has formally proposed to rescind its climate disclosure rules, as noted in this press release. Here’s the 134-page proposing release – and the fact sheet....more
6/1/2026
/ Climate Change ,
Comment Period ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Proposed Rules ,
Publicly-Traded Companies ,
Regulatory Oversight ,
Regulatory Reform ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Statutory Interpretation
Here’s an excerpt from this Cooley Alert penned by Ali Murata and Michael Bergmann: “According to the SEC, the percentage of issuers entitled to scaled disclosure relief would increase from 44% to 81% of registrants....more
5/29/2026
/ Compensation & Benefits ,
Corporate Governance ,
Disclosure Requirements ,
Emerging Growth Companies ,
Proposed Rules ,
Publicly-Traded Companies ,
Regulation S-K ,
Reporting Requirements ,
Rulemaking Process ,
Say-on-Pay ,
Securities and Exchange Commission (SEC) ,
Shareholder Votes ,
Smaller Reporting Companies
On the heels of last week’s proposals from the SEC on “registered offering reform” and “filer status reform,” SEC Chairman Paul Atkins delivered a speech two days ago seeking comment to boldly and creatively modernize the IPO...more
5/28/2026
/ Capital Markets ,
Comment Period ,
Gun-Jumping ,
Initial Public Offering (IPO) ,
Listing Rules ,
Proposed Rules ,
Public Offerings ,
Regulatory Reform ,
Regulatory Requirements ,
Rulemaking Process ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Special Purpose Acquisition Companies (SPACs)
Here’s the intro from this Cooley Alert penned by MaryBeth Shreiner, Selin Akkan, David Fletcher, Beth Sasfai, Vince Sampson, Emily Mok, Shamis Beckley, and Anna Matsuo:...more
5/27/2026
/ Anti-Discrimination Policies ,
Constitutional Challenges ,
Contract Terms ,
Diversity and Inclusion Standards (D&I) ,
Executive Orders ,
Federal Contractors ,
First Amendment ,
General Services Administration (GSA) ,
Government Agencies ,
OFCCP ,
Race Discrimination ,
Reporting Requirements ,
Subcontractors ,
Trump Administration
Here’s an excerpt from this Cooley Alert penned by Brad Goldberg, Beth Sasfai, Amanda Weiss, Su Lian Lu, Luci Altman, Liz Dunshee and Julia Boesch:...more
5/26/2026
/ Comment Period ,
Disclosure Requirements ,
Filing Requirements ,
Foreign Private Issuers ,
Notice of Proposed Rulemaking (NOPR) ,
Proposed Rules ,
Publicly-Traded Companies ,
Regulatory Reform ,
Regulatory Requirements ,
Reporting Requirements ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Special Purpose Acquisition Companies (SPACs)
A few days ago, the SEC proposed major changes to the registered public offering process in an effort to dramatically increase the number of issuers eligible for shelf offerings and enhanced registration benefits – which...more
5/21/2026
/ Capital Markets ,
Comment Period ,
Disclosure Requirements ,
Financial Regulatory Reform ,
Form S-1 ,
Form S-3 ,
Notice of Proposed Rulemaking (NOPR) ,
Preemption ,
Proposed Rules ,
Publicly-Traded Companies ,
Registration Requirement ,
Regulatory Reform ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
WKSIs
Yesterday, the SEC proposed major changes to reduce complexity in the public company filer framework – which currently includes overlapping categories like large accelerated filers, accelerated filers, smaller reporting...more
5/20/2026
/ Comment Period ,
Disclosure Requirements ,
Emerging Growth Companies ,
Filing Requirements ,
Form 10-K ,
Proposed Rules ,
Publicly-Traded Companies ,
Regulatory Reform ,
Regulatory Requirements ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Smaller Reporting Companies
The “Big 3” – BlackRock, Vanguard and State Street – have now all published their annual reports for 2025 of their stewardship activities. Note that BlackRock is the first to publish a report for each of its two stewardship...more
5/19/2026
/ Asset Management ,
Climate Change ,
Corporate Governance ,
Environmental Social & Governance (ESG) ,
Financial Institutions ,
Fund Managers ,
Institutional Investors ,
Investment Funds ,
Investment Management ,
Investors ,
Shareholders ,
Sustainability ,
Sustainable Finance
Last week, the SEC had this pop up on OIRA’s regulatory dashboard: “Rescission of Policy Regarding Denials in Settlements of Enforcement Actions.” It’s listed there as a “final rule” and not a “proposal” – so it looks like...more
5/18/2026
/ Administrative Procedure Act ,
Constitutional Challenges ,
Enforcement Actions ,
Final Rules ,
First Amendment ,
Gag Orders ,
Regulatory Agenda ,
Regulatory Reform ,
Rescission ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Settlement Agreements
Last month, the SEC issued relief – in the form of an exemptive order – permitting certain types of tender offers to remain open for only 10 business days, cutting in half the prior general requirement of 20 business days....more
Since Corp Fin recently renamed the CDIs to “CFIs” – “Corporation Finance Interpretations” to the “Compliance and Disclosure Interpretations” – I thought it would be a good time to recount the long history (50 years!) of this...more
5/13/2026
/ Corp Fin ,
Corporate Finance ,
Disclosure Requirements ,
EDGAR ,
Guidance Documents ,
Interpretive Rule ,
New Guidance ,
Regulatory History ,
Regulatory Oversight ,
Reporting Requirements ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
After the SEC posted its proposing release for its semiannual reporting proposal last week, it posted this 3-minute video about the proposal. And here’s an excerpt from this Cooley Alert penned by Brad Goldberg, Beth Sasfai,...more
5/12/2026
/ 10b5-1 Plans ,
Audits ,
Comment Period ,
Compliance Dates ,
Disclosure Requirements ,
Filing Deadlines ,
Filing Requirements ,
Form 10-Q ,
Form 8-K ,
Insider Trading ,
Proposed Rules ,
Publicly-Traded Companies ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
Recently, I blogged about how you should remain vigilant when using AI to help draft disclosure – and I parsed an example to scare you into not over relying on AI....more
5/11/2026
/ Artificial Intelligence ,
Best Practices ,
Compensation ,
Corporate Governance ,
Disclosure Requirements ,
Investors ,
Legal Technology ,
Materiality ,
Proxy Advisors ,
Proxy Advisory Firms ,
Proxy Materials ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Shareholders
Since OIRA recently noted that it's currently reviewing a new rulemaking from the SEC to rescind its climate disclosure rules, we likely will see that action from the SEC soon....more
5/7/2026
/ Appeals ,
Appellate Courts ,
Climate Change ,
Disclosure Requirements ,
Environmental Litigation ,
Environmental Social & Governance (ESG) ,
Greenhouse Gas Emissions ,
Proposed Rules ,
Regulatory Agenda ,
Regulatory Oversight ,
Regulatory Reform ,
Reporting Requirements ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
Yesterday, the SEC proposed rule and form amendments to allow companies the option of filing semiannual reports in lieu of quarterly reports. That’s a pretty fast turnaround for a proposal this important since President Trump...more
5/6/2026
/ Comment Period ,
Disclosure Requirements ,
Filing Deadlines ,
Filing Requirements ,
Form 10-K ,
Form 10-Q ,
Proposed Rules ,
Publicly-Traded Companies ,
Regulation S-X ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Regulation ,
Trump Administration
As I celebrate the 24th anniversary of my blogging this week, I thought I’d share my ten cents about dealing with journalists since I’ve been quoted through the years quite a bit. During the height of the Sarbanes-Oxley...more
5/5/2026
/ Business Development ,
Content Publishing ,
Credibility ,
Interviews ,
Journalism ,
Journalists ,
Media Relations ,
Personal Brands ,
Professional Development ,
Professional Networking ,
Public Communications ,
Public Relations ,
Relationship Development ,
Relationship Marketing ,
Thought Leadership
It seems like a day doesn’t go by in which I don’t read a story about a new form of technology designed to assist retail holders so they can participate in the stock market in one form or another....more
5/4/2026
/ Artificial Intelligence ,
Blockchain ,
Crypto Exchanges ,
Cryptocurrency ,
Digital Assets ,
Emerging Technologies ,
FinTech ,
Innovative Technology ,
Investment ,
Investment Platforms ,
Machine Learning ,
Retail Investors ,
Tokenization ,
Trading Platforms ,
Transfer Agents
With most calendar-year end companies having filed their proxy with the SEC for this proxy season, I thought it would be a good time to reflect upon the risks of relying on AI to help draft disclosure since the continuing...more
4/30/2026
/ Artificial Intelligence ,
Compensation & Benefits ,
Corporate Governance ,
Disclosure Requirements ,
Executive Compensation ,
Investors ,
Legal Technology ,
Machine Learning ,
Proxy Advisory Firms ,
Proxy Materials ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Shareholders