Public Company Innovation Hub

Announcing the launch of Cooley’s new blog, The Governance Beat, which provides practical guidance to address day-to-day and complex governance issues facing our clients. Authored by Broc Romanek, former editor for TheCorporateCounsel.net, CompensationStandards.com, and DealLawyers.com, the blog channels the voices of an extensive in-house counsel network to deliver real-time insights.

Toward the end of each year, ISS updates its proxy vote recommendation policies for meetings held on or after February 1 of the following year. As part of that process, ISS collects information from institutional investors, public companies, corporate directors and other market constituents through its annual survey, which provides a first look at certain policies that ISS is considering changing or adopting. Of course, not all the questions become policy updates, and there are typically policy updates not mentioned in the survey. Items in the ISS survey that we found especially interesting for US issuers are outlined in this alert.

The 2024 proxy season (July 1, 2020 – June 30, 2024) saw a continued increase in shareholder proposals in the US market. Read our alert highlighting several notable developments in the most recent proxy season, including sector-specific trends and novel shareholder proponent tactics.

Learn about the Securities and Exchange Commission’s Section 6(b) filing fee rate advisory for fiscal year 2025, and its approval of a new PCAOB quality control standard and Nasdaq corporate governance phase-in and cure period changes and clarifications, as well as the Schedule 13G accelerated deadline, reports from PwC, BlackRock and Spencer Stuart, California climate disclosure status, and more.

The server-related outages caused by CrowdStrike’s defective software update on July 19, 2024, will have implications for public companies, particularly in light of the SEC’s new cybersecurity disclosure rules. In this alert, we cover various responses that a public company should consider, from ensuring compliance with applicable policies to performing risk assessments and gap analyses to evaluating implications for their internal controls and disclosure controls and procedures.

On June 18, 2024, the Securities and Exchange Commission (SEC) announced that it had settled claims against RR Donnelley (RRD) related to a 2021 ransomware and cyber extortion attack. The action against RRD reflects the SEC’s continued expansive use of the internal accounting controls provision of Exchange Act Section 13(b)(2)(B) – now in the context of cybersecurity incidents – and has implications for security professionals and legal counsel concerning incident detection and escalation procedures, along with the steps necessary for the investigation and remediation of cybersecurity incidents (in this case, a ransomware attack). Read our summary of the RRD matter and next steps and action items.