Governance Beat (Cooley)

Governance Beat (Cooley)

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Independent legal analysis on governance/SEC topics influencing dealmaking

Lessons From the Skies for Executive Compensation Programs
NewsMar 31, 2026

Lessons From the Skies for Executive Compensation Programs

The Cooley Alert draws a pilot‑inspired analogy to warn that executive compensation programs can enter a hidden downward spiral when macro‑economic shocks hit. It notes that compensation committees lack real‑time instruments to detect early warning signs, unlike aircraft gauges. Recent...

By Governance Beat (Cooley)
Project Crypto’s Sleeper Storyline: Addressing Public Company Pain Points
NewsMar 26, 2026

Project Crypto’s Sleeper Storyline: Addressing Public Company Pain Points

The SEC is drafting a new regulatory framework for cryptocurrency assets, signaling heightened oversight of digital securities. Cooley’s CapitalXchange blog highlights how tokenization could streamline trading, settlement, and custody for public companies, potentially creating a more direct link between issuers...

By Governance Beat (Cooley)
SEC Sued Over Not Refereeing Rule 14a-8 Process
NewsMar 23, 2026

SEC Sued Over Not Refereeing Rule 14a-8 Process

Two shareholder advocacy groups, the Interfaith Center on Corporate Responsibility and As You Sow, have filed a lawsuit against the SEC for its November statement that it will not entertain most Rule 14a-8 no‑action requests until September 30, 2026, except...

By Governance Beat (Cooley)
Section 16 for FPIs: Temporary No-Action Relief for Insiders in War-Torn Countries
NewsMar 16, 2026

Section 16 for FPIs: Temporary No-Action Relief for Insiders in War-Torn Countries

Corp Fin granted temporary no‑action relief under Section 16 for insiders of foreign private issuers (FPIs) located in war‑torn regions, extending the compliance deadline to April 20, 2026. The relief applies to insiders in Israel and any jurisdiction directly affected by the...

By Governance Beat (Cooley)
Executive Comp: Does No 10-Q Mean More 8-K?
NewsMar 12, 2026

Executive Comp: Does No 10-Q Mean More 8-K?

The SEC is weighing a rulemaking that would make Form 10‑Q quarterly filing optional, shifting many issuers to a semi‑annual reporting model. Cooley’s alert highlights a less‑discussed ripple effect: the “previously reported” exception for Form 8‑K relies on prior disclosures...

By Governance Beat (Cooley)
A Small Hodgepodge of New – and Revised – CDIs
NewsMar 9, 2026

A Small Hodgepodge of New – and Revised – CDIs

SEC’s Corporate Finance division released a batch of new and revised Compliance Disclosure Interpretations (CDIs) on Friday, primarily addressing Rule 701. The most notable change raises the exemption threshold from $5 million to $10 million, and several CDIs were updated without detailed redlines....

By Governance Beat (Cooley)
Shareholder Activism: Trends to Consider
NewsFeb 24, 2026

Shareholder Activism: Trends to Consider

Shareholder activists increasingly target CEO turnover as a catalyst for change, with 18% of U.S. campaigns launched after a CEO change—a 38% rise over the four‑year average. 2025 saw a record 32 activist‑driven CEO resignations, a 60% increase, including 16%...

By Governance Beat (Cooley)
Corp Fin Posts More Deal CDIs
NewsFeb 18, 2026

Corp Fin Posts More Deal CDIs

The SEC’s Corporation Finance Division released a fresh set of five CDIs, adding two Rule 13e‑3 going‑private interpretations, two tender‑offer clarifications, and a revised Form S‑4 business‑combination guidance. The new Rule 13e‑3 CDIs formalize the equity‑for‑equity exception and limit non‑waivable conditions, while the...

By Governance Beat (Cooley)
Equity Plan Proposals: Changes in ISS’ EPSC Evaluation
NewsFeb 10, 2026

Equity Plan Proposals: Changes in ISS’ EPSC Evaluation

ISS added a negative overriding factor to its EPSC evaluation in December 2025. Plans that receive a Plan Features pillar score below seven points may now trigger a recommended vote against the equity plan proposal. ISS does not disclose how...

By Governance Beat (Cooley)