Public Company Resource Hub

Resources for forward-thinking board members and leaders of US-listed public companies

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Proxy Season Highlights, Part One: Shareholder and Management Proposals

The 2025 proxy season (July 1, 2024 – June 20, 2025, meetings) concluded with a significant drop in the volume of shareholder proposals from the 2024 proxy season’s record high, as E&S proposals faced headwinds amid shifting political dynamics and evolving stakeholder priorities. This alert highlights key trends in both shareholder and management proposals from the 2025 proxy season, including sector-specific trends for tech and life sciences companies.

SEC Roundtable on Executive Compensation: Quick Debrief

On Thursday, June 26, the Securities and Exchange Commission (SEC) hosted a roundtable meeting to discuss potential updates to the existing executive compensation disclosure requirements. Read Cooley’s quick debrief on the topics discussed and next steps for public companies.

Capital Markets Update – July One-Minute Reads

Learn more about the California Air Resources Board’s FAQs on climate disclosure laws, the importance of sustainability despite diminished public reporting, a Cooley-authored chapter on board leadership trends and issues, Georgeson’s 2025 proxy season highlights, the SEC’s updated 13D/G compliance and disclosure interpretations for 2023 rule amendments, COSO’s withdrawn draft Corporate Governance Framework, Glass Lewis’ launch of its annual policy survey, ISS’ launch of its Annual Global Benchmark Policy Survey and the signing of the GENIUS Act into law.

Independent Board Chair – Trends and Issues

Cooley lawyers co-authored a chapter related to board leadership structure in the NYSE’s Public Company Series: Board Structure and Composition.

SEC Issues Concept Release on Foreign Private Issuer Eligibility

On June 4, 2025, following observation of the significant increase in the FPI population between 2003 and 2023, the SEC published a concept release soliciting public comment with respect to potential changes to the definition of “foreign private issuer.” Comments are due by September 8, 2025.

Trump Administration Executive Actions Mark Broad Rollback of Climate and Clean Energy Directives

On May 23, the Trump administration issued multiple executive orders (EOs) promoting nuclear energy, including mandates for new reactor construction and regulatory streamlining. These orders follow a series of recent executive actions targeting climate and environmental policy, marking a broader shift in federal climate and energy strategy that companies should closely monitor. Read Cooley’s high-level summary of the Trump administration’s actions and their potential implications.

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