Last night, the Trump Administration issued this executive order (and a related fact sheet) aimed at the proxy advisors in the US, specifically ISS and Glass Lewis. ...more
12/12/2025
/ Department of Labor (DOL) ,
Diversity and Inclusion Standards (D&I) ,
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Executive Orders ,
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Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Proxy Advisors ,
Proxy Season ,
Registered Investment Advisors ,
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Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Trump Administration
Buried inside the annual defense spending bill that’s working its way through Congress right now is the “Holding Foreign Insiders Accountable Act.” As noted on page 2718 of this House bill (see below for the actual...more
12/11/2025
/ Corporate Governance ,
Disclosure Requirements ,
Financial Markets ,
Foreign Private Issuers ,
Pending Legislation ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Regulatory Requirements ,
Reporting Requirements ,
Section 16 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934
If precatory proposals are not a guaranteed option, proponents could look to submit binding shareholder proposals under Rule 14a-8 as an alternative, which in practice means binding bylaw proposals that would have direct...more
12/10/2025
/ Activist Investors ,
Board of Directors ,
Bylaws ,
Corporate Governance ,
Proxy Advisors ,
Proxy Season ,
Publicly-Traded Companies ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholder Proposals ,
Shareholders
Referencing changing investor sentiment and low support at annual meetings, the 2026 policy update includes significant changes to ISS’ approach to E&S shareholder proposals, replacing a previous presumption of support for...more
12/8/2025
/ Benchmarks ,
Board of Directors ,
Climate Change ,
Environmental Social & Governance (ESG) ,
Greenhouse Gas Emissions ,
Institutional Shareholder Services (ISS) ,
Proxy Advisory Firms ,
Proxy Voting ,
Publicly-Traded Companies ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals
Yesterday, Glass Lewis released its Benchmark Policy changes for 2026, which are included in this 90-page document...more
12/5/2025
/ Benchmarks ,
Board of Directors ,
Bylaws ,
Corporate Governance ,
Executive Compensation ,
Glass Lewis ,
Mandatory Arbitration Clauses ,
New Guidance ,
Pay-for-Performance ,
Proxy Advisory Firms ,
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Shareholder Rights
The Florida Attorney General has sued ISS and Glass Lewis, alleging that both proxy advisors have violated Florida’s consumer protection and antitrust laws by deceiving investors. ...more
12/3/2025
/ Antitrust Violations ,
Corporate Governance ,
Environmental Social & Governance (ESG) ,
Investment Adviser ,
Proxy Advisors ,
Proxy Voting ,
Regulatory Oversight ,
Securities and Exchange Commission (SEC) ,
State Attorneys General ,
Statutory Violations ,
Unfair or Deceptive Trade Practices
Last week, ISS released its updated proxy voting guidelines for 2026. Here’s a 19-page summary – and a 35-page summary of the changes for the Americas. ...more
Here’s an excerpt from this Cooley Alert about last week’s Corp Fin statement saying that it won’t respond to no-action requests – at least until September 30, 2026 – unless a company is seeking relief under Rule...more
11/24/2025
/ Corp Fin ,
Corporate Governance ,
No-Action Letters ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Regulatory Oversight ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholder Proposals
Here’s news from Cooley’s Beth Sasfai and Michael Mencher: “A few days ago, the US Court of Appeals for the Ninth Circuit issued a temporary injunction blocking enforcement of California Senate Bill 261....more
Earlier this week, Corp Fin issued this statement saying that it won’t respond to no-action requests – at least until September 30, 2026 – unless a company is seeking relief under Rule 14a-8(i)(1). ...more
Perhaps not too surprising given the recent speech by SEC Chairman Paul Atkins that effectively cast doubt on the viability of precatory shareholder proposals if state law dictates that result and a company obtains a legal...more
In this 13-minute video, Broadridge’s Cathy Conlon discusses the retail voting programs popularized by ExxonMobil, including -
1. What are the essential steps of the ExxonMobil program?...more
In addition to noting its backlog includes 900 registration statements, Corp Fin posted this list of 9 “reopening” FAQs, which can be summarized as follows...more
According to this WSJ article, the Trump administration is considering an executive order targeting proxy advisors like ISS and Glass Lewis. The proposed executive order parameters might include...more
As a byproduct of the government shutdown, Microsoft has decided to exclude a shareholder proposal submitted by John Chevedden on the grounds that it wasn’t submitted timely – even though the company hasn’t received no-action...more
We’ve been blogging quite a bit about ExxonMobil’s retail voting program, including this blog about a recent lawsuit filed against it. It remains to be seen whether other companies will pursue this type of program even though...more
Not long ago, I blogged about a survey of the responses to ISS’ annual policy survey. Now, ISS has posted its proposed voting policy changes for 2026. Comments are due by November 11th....more
Sparked by Cooley’s Brad Goldberg’s discussion on a panel during the recent “Proxy Disclosure” conference hosted by TheCorporateCounsel.net – the Fall event that I founded many years ago – this blog features a list of the...more
As highlighted in this press release – and this related case study – Cooley was issuer’s counsel in the MapLight Therapeutics IPO that priced earlier this week. It’s a rarity for an IPO to price during a government shutdown...more
Typically, someone from the general counsel/corporate secretary team is always involved in an engagement. From there, you look at the agenda for the engagement to see what the issues are – and you bring the right people. You...more
It struck me as I was reading this statement from SEC Chair Paul Atkins about the latest Reg Flex Agenda – see this recent blog about the details of that – about how the importance of that agenda has grown over the years....more
I’ve blogged a few times about how the SEC Chairman Paul Atkins has delivered a speech in which he stated that one of his top priorities is to make being a public company an attractive proposition, with eliminating precatory...more
Here’s something from Cooley’s Tejal Shah who just left the SEC’s Enforcement Division to join the firm: “Recently, SEC Chairman Paul Atkins issued this statement in an effort to restore the SEC Enforcement Division’s prior...more
Recently, I blogged about a Cooley Alert detailing some opposition to retail voting programs patterned after the one pioneered by ExxonMobil, including noting how some aspects of the campaign against these voting programs are...more
Recently, Glass Lewis announced it’s looking to change its business model in a big way by moving to bespoke policies for its investor clients rather than a uniform benchmark policy. It expects to make this move over the...more