In response to postal service suspensions, on October 9, 2025, the Canadian Securities Administrators (CSA) issued Coordinated Blanket Order 51-932 Temporary Exemption from Requirements in National Instrument 51-102...more
Retail investors statistically do not vote at the same rate as other investors, particularly institutional investors. Under a new approach pioneered by ExxonMobil, public companies would offer retail investors the option to...more
On Oct. 1, 2025, the United States government shut down and the U.S. Securities and Exchange Commission (SEC) entered operation in an extremely limited capacity, with limited SEC staff members (Staff) only available to...more
Recently, the Division of Corporation Finance of the Securities and Exchange Commission (the "SEC") confirmed that it would not recommend enforcement action with respect to Exxon Mobil Corporation’s implementation of its...more
On September 12, 2025, Judge Marsha J. Pechman of the United States District Court for the Western District of Washington denied a motion to dismiss a proposed securities class action against a software company (the...more
Exxon Mobil Corporation (Exxon) has begun implementation of its retail voting program, following the receipt of no-action relief from the Securities and Exchange Commission (the SEC). In support of this program, Exxon will...more
Recently, Corp Fin’s Office of Mergers & Acquisitions issued this notable no-action relief to ExxonMobil to enable retail holders of the company to provide standing instructions to have their votes cast at annual shareholder...more
Recently, the NYSE and JPMorgan released this lengthy “Board Structure and Composition” white paper and Cooley was proud to contribute Chapter 20 “Independent Board Chair – Trends and Issues” chapter (pp. 157–163). Here are...more
On May 1, 2024, the Delaware Supreme Court issued its decision in City of Sarasota Firefighters’ Pension Fund v. Inovalon Holdings, Inc., reversing the Delaware Court of Chancery’s dismissal of the case under the MFW...more
As we enter the 2024 proxy season, we are providing our annual memorandum to call your attention to certain matters of Maryland law, some new and some continuing, relating to proxy materials and annual meetings about which we...more
In re Mindbody Inc., Stockholder Litigation, C.A. No. 2019-0442-KSJM (Del. Ch. Mar. 15, 2023), the Delaware Court of Chancery held that a CEO breached his fiduciary duties by taking steps the court found tilted a merger sale...more
Many public companies will be required to include a "say on frequency" proposal at their 2023 annual meeting of stockholders. Since 2010, the Dodd-Frank Act has mandated that public companies submit, no less frequently than...more
The SEC’s Division of Corporation Finance recently published Legal Bulletin 14L (CF) (the “Bulletin”) providing updated guidance on excluding shareholder proposals under Rule 14a-8 under the Exchange Act. Specifically, the...more
In this Issue. The Consumer Financial Protection Bureau (CFPB) issued a statement announcing its intention to revisit Trump-era qualified mortgage (QM) final rules; the Biden Administration announced changes to the Small...more
Delaware Court of Chancery Denies Motion to Dismiss in Shareholder Class Action Lawsuit Related to Mindbody Inc.’s Billion Dollar Merger with Vista Equity Partners; Second Circuit Unanimously Affirms Lower Court’s Decision...more
Priming the Pump. As the COVID-19 outbreak continues, the Board of Governors of the Federal Reserve System (Federal Reserve), consistent with the Coronavirus Aid, Relief, and Economic Security Act (CARES Act), took additional...more
As discussed in our previous alert, Annual Meetings in a World Without Meetings: The Impact of COVID-19 on Public Companies, on March 13, 2020, the Staff of the Division of Corporation Finance of the Securities and Exchange...more
On April 7, 2020, the SEC updated its prior guidance for conducting shareholder meetings in light of COVID-19 concerns to address delays in printing and mailing of proxy materials and clarify that its guidance applies for...more
The staff ("Staff") of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (SEC) has updated its guidance on the conduct of shareholder meetings in light of COVID-19 concerns (March 13, 2020),...more
The Corp Fin staff announced that it has updated its Guidance for Conducting Shareholder Meetings in Light of COVID-19 Concerns (see this PubCo post), originally published on March 13. The updated guidance clarifies that the...more
On March 25, 2020, the United States Securities and Exchange Commission (SEC) issued a new order (the Order) and guidance (the Guidance) which continued to provide regulatory relief to public companies whose operations may be...more
The Securities and Exchange Commission (SEC) is continuing to provide guidance to accommodate companies in light of the challenges posed by the COVID-19 virus. As discussed in our recent Viewpoints advisory, the SEC has...more
There are several growing concerns associated with the COVID-19 Coronavirus pandemic and how companies can maintain "social distancing" while also continuing business as usual. As companies evaluate these concerns several...more
On March 13, 2020, the Securities and Exchange Commission (SEC) announced that the staff of the SEC’s Division of Corporation Finance and the Division of Investment Management (Staff) have published guidance to assist public...more
When finalizing proxy materials for annual shareholder meetings, companies should consider the following U.S. Securities and Exchange Commission (SEC) rules and related guidance, as well as stock exchange listing standards...more