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Articles by Broc Romanek
DOJ’s New Corporate Fraud Enforcement Directive: A Dozen Takeaways
Recently, the head of the DOJ’s National Fraud Enforcement Division (known as “NFED”) Colin McDonald issued Directive 26-12: “Corporate Enforcement in the Fight Against Fraud.” The Directive signals a more aggressive, coordinated and data-driven approach to corporate fraud enforcement, with greater emphasis on management accountability, taxpayer-related misconduct and centralized oversight.
DOJ’s New Corporate Fraud Enforcement Directive: A Dozen Takeaways
Recently, the head of the DOJ’s National Fraud Enforcement Division (known as “NFED”) Colin McDonald issued Directive 26-12: “Corporate Enforcement in the Fight Against Fraud.” The Directive signals a more aggressive, coordinated and data-driven approach to corporate fraud enforcement, with greater emphasis on management accountability, taxpayer-related misconduct and centralized oversight.
SEC Report on Climate Action 100+ Signals Broader Scrutiny of Coordinated Shareholder Voting (UPDATED)
Last week – as noted in this Cooley Alert penned by Brad Goldberg, Beth Sasfai, Justin Kisner and Michael Mencher – the SEC issued this Section 21(a) Report of Investigation addressing the activities of Climate Action 100+ (CA100) and certain of its members in connection with the 2021 contested director election at ExxonMobil. The SEC determined not to pursue an enforcement action based on the conduct known to it at this time and made no findings of violations.
SEC Report on Climate Action 100+ Signals Broader Scrutiny of Coordinated Shareholder Voting
Last week – as noted in this Cooley Alert penned by Brad Goldberg, Beth Sasfai, Justin Kisner and Michael Mencher – the SEC issued this Section 21(a) Report of Investigation addressing the activities of Climate Action 100+ (CA100) and certain of its members in connection with the 2021 contested director election at ExxonMobil. The SEC determined not to pursue an enforcement action based on the conduct known to it at this time and made no findings of violations.
This Thursday’s Webcast: “It’s Happening! How the SEC Proposals Will Impact You”
The SEC just dropped a bevy of proposals – and interpretive positions – that look to reshape future proxy seasons and disclosure practices in a dramatic way. How will those impact those in-house? What processes and procedures should you be rethinking in anticipation? What should you be telling your management team and board?
Retail Voting Programs: Corp Fin Issues Two CFIs | JD Supra
On the heels of Corp Fin issuing two no-action responses on voting instruction plans to Goldman Sachs and Tesla last week - with the Tesla response specifically stating that other companies can rely on that guidance - the Staff issued two new CFIs yesterday about VIPs. One CFI states that a company can decide to offer only one type of standing voting instruction - so it doesn't need to cater to the requests from shareholders to offer other types.
Retail Voting Programs: Corp Fin Issues Two CFIs
On the heels of Corp Fin issuing two no-action responses on voting instruction plans to Goldman Sachs and Tesla last week – with the Tesla response specifically stating that other companies can rely on that guidance – the Staff issued two new CFIs yesterday about VIPs. One CFI states that a company can decide to offer only one type of standing voting instruction – so it doesn’t need to cater to the requests from shareholders to offer other types.
ISS Announces Global Benchmark Policy Survey Results | JD Supra
Yesterday, ISS released the results from its annual global benchmark policy survey. There were a number of key differences between investor and corporate/non-investor respondents on a number of issues - including on director tenure, semiannual reporting, discretionary bonuses and climate disclosure. Here are eleven things we learned: Investors Want Director Tenure to Matter for Independence: One of the clearest divides involves long-tenured U.S. directors.
ISS Announces Global Benchmark Policy Survey Results
Yesterday, ISS released the results from its annual global benchmark policy survey. There were a number of key differences between investor and corporate/non-investor respondents on a number of issues – including on director tenure, semiannual reporting, discretionary bonuses and climate disclosure. Here are eleven things we learned: Investors Want Director Tenure to Matter for Independence: One of the clearest divides involves long-tenured U.S. directors.
Next Week’s Webcast: “It’s Happening! How the SEC Proposals Will Impact You”
The SEC just dropped a bevy of proposals – and interpretive positions – that look to reshape future proxy seasons and disclosure practices in a dramatic way. How will those impact those in-house? What processes and procedures should you be rethinking in anticipation? What should you be telling your management team and board?
The SEC Creates a Framework for "Tokenized Stock": You Could Be Impacted | JD Supra
The SEC issued last month about how people could trade the stock of public companies using "tokenized stock" - which uses distributed ledger technology. Although the SEC's order doesn't force companies to tokenize their shares, it has created a framework under which someone else may attempt to tokenize them - putting the burden on you to be prepared to make a potentially consequential decision within 30 days of receiving notice.
The SEC issued this order last month about how people could trade the stock of public companies using “tokenized stock” – which uses distributed ledger technology. Although the SEC’s order doesn’t force companies to tokenize their shares, it has created a framework under which someone else may attempt to tokenize them – putting the burden on you to be prepared to make a potentially consequential decision within 30 days of receiving notice.
Out With the Old: SEC Proposes to Trim Long-Standing Proxy Requirements
Here’s an excerpt from this Cooley Alert about the SEC’s recent proposal to modernize proxy solicitation penned by Brad Goldberg, Beth Sasfai, Justin Kisner, Alaina DeBona and Luci Altman: The proxy solicitation proposal is perhaps best understood as part of a broader and consistent pattern under the current SEC administration to revisit disclosure and delivery requirements designed for a paper-based world, and to recalibrate such requirements to match how investors and market participants...
Upcoming Webcast: “It’s Happening! How the SEC Proposals Will Impact You”
The SEC just dropped a bevy of proposals – and interpretive positions – that look to reshape future proxy seasons and disclosure practices in a dramatic way. How will those impact those in-house? What processes and procedures should you be rethinking in anticipation? What should you be telling your management team and board?
Tesla and Goldman Sachs Announce New “Voting Instruction Plans” for Retail Shareholders
A year ago, ExxonMobil secured a favorable no-action position from Corp Fin for a “voting instruction plan” intended to secure more votes from retail shareholders at its annual meeting. The program allows for voluntary standing “opt in” voting instructions for retail holders that follows the board’s recommendations, with annual reminders and the ability to override or cancel.
Tesla and Goldman Sachs Announce New “Voting Instruction Plans” for Retail Shareholders
A year ago, ExxonMobil secured a favorable no-action position from Corp Fin for a “voting instruction plan” intended to secure more votes from retail shareholders at its annual meeting. The program allows for voluntary standing “opt in” voting instructions for retail holders that follows the board’s recommendations, with annual reminders and the ability to override or cancel.
BlackRock Issues Its 2026 Global Voting Report
Recently, BlackRock released this 32-page investment stewardship report about how it voted globally for the year ended on June 30th. The voting stats are on page 29 in the first appendix. Here are eight things to know: BIS voted on more than 154,000 management and shareholder proposals globally at more than 12,000 companies in 56 voting markets under the Benchmark Policies. The substantial majority of proposals were on ordinary matters, including director elections and board-related items.
BlackRock Issues Its 2026 Global Voting Report
Recently, BlackRock released this 32-page investment stewardship report about how it voted globally for the year ended on June 30th. The voting stats are on page 29 in the first appendix. Here are eight things to know: BIS voted on more than 154,000 management and shareholder proposals globally at more than 12,000 companies in 56 voting markets under the Benchmark Policies. The substantial majority of proposals were on ordinary matters, including director elections and board-related items.
Vanguard’s Two Stewardship Teams Issue Their 2026 Voting Reports
Recently, both Vanguard Capital Management and Vanguard Portfolio Management each issued their annual stewardship reports to describe how they voted over the first half of 2026. This is the first time that each stewardship team has issued their own voting report. Interestingly, even though each team has identical voting policies, they interpreted those policies differently and the voting results didn’t wind up being identical.
Vanguard’s Two Stewardship Teams Issue Their 2026 Voting Reports
Recently, both Vanguard Capital Management and Vanguard Portfolio Management each issued their annual stewardship reports to describe how they voted over the first half of 2026. This is the first time that each stewardship team has issued their own voting report. Interestingly, even though each team has identical voting policies, they interpreted those policies differently and the voting results didn’t wind up being identical.
An Inside Look at Cooley’s New AI Tool for IPOs: “Cooley GO Public”
I am very excited about the recent launch of “Cooley GO Public,” an AI-powered tool – developed with OpenAI – designed to help the firm with the IPO process.
The SEC's "Roundtable on 24-Hour Trading Preparations": 11 Things to Know | JD Supra
During last week's the SEC's "Roundtable on Preparations for 24-Hour Trading," panelists generally conveyed substantial confidence that the technical infrastructure for 23×5 trading will be ready by December 6th, but they noted that technical readiness is only the first chapter.
The SEC’s “Roundtable on 24-Hour Trading Preparations”: 11 Things to Know
During last week’s the SEC’s “Roundtable on Preparations for 24-Hour Trading,” panelists generally conveyed substantial confidence that the technical infrastructure for 23×5 trading will be ready by December 6th, but they noted that technical readiness is only the first chapter.
Delaware Planning to Tackle a Rule 14a-8 Void? | JD Supra
As we noted in this Cooley Alert, state law and governing documents would take on greater significance if the SEC was to adopt its proposal to rescind Rule 14a-8. Texas has already enacted an opt-in statutory framework addressing shareholder proposal rights more broadly.
Delaware Planning to Tackle a Rule 14a-8 Void?
As we noted in this Cooley Alert, state law and governing documents would take on greater significance if the SEC was to adopt its proposal to rescind Rule 14a-8. Texas has already enacted an opt-in statutory framework addressing shareholder proposal rights more broadly.
The Potential Future for Preliminary Proxies | JD Supra
Below is an excerpt from this excellent Cooley Alert about the SEC's proposal to rescind Rule 14a-8 penned by Brad Goldberg, Beth Sasfai, Michael Mencher, Liz Dunshee, Vince Flynn, Amanda Weiss and Justin Kisner: " Change in preliminary proxy filing requirements: The proposed amendments also would amend Rule 14a-6 so that the submission of a shareholder proposal outside the 14a-8 process would not itself trigger a preliminary proxy filing.
The Potential Future for Preliminary Proxies
Below is an excerpt from this excellent Cooley Alert about the SEC’s proposal to rescind Rule 14a-8 penned by Brad Goldberg, Beth Sasfai, Michael Mencher, Liz Dunshee, Vince Flynn, Amanda Weiss and Justin Kisner: “Change in preliminary proxy filing requirements: The proposed amendments also would amend Rule 14a-6 so that the submission of a shareholder proposal outside the 14a-8 process would not itself trigger a preliminary proxy filing.
The SEC’s “Shareholder Proposal” Proposal: A Nutshell Infographic!
If you didn’t catch the awesome infographic from this excellent Cooley Alert that I blogged about on Friday, read it and weep (if you click the first link in this blog, you can see a clearer version than what can be displayed in this blog): Recent The SEC’s “Shareholder Proposal” Proposal: A Nutshell Infographic! Rescission of Rule 14a-8 Would Redirect Activism, Not Eliminate It It’s Another Biggie! SEC Proposes to Rescind the Shareholder Proposal Rule It’s a Biggie! The SEC Proposes to...
Rescission of Rule 14a-8 Would Redirect Activism, Not Eliminate It
Below is an excerpt from this excellent Cooley Alert penned by Brad Goldberg, Beth Sasfai, Michael Mencher, Liz Dunshee, Vince Flynn, Amanda Weiss and Justin Kisner: 1. Rescission of Rule 14a-8 would redirect activism, not eliminate it. Activism efforts are likely to shift toward other strategies, including director “vote no” campaigns, proxy contests, litigation, direct engagement and targeted publicity campaigns.
Rescission of Rule 14a-8 Would Redirect Activism, Not Eliminate It
Below are the “Key Takeaways” from this excellent Cooley Alert penned by Brad Goldberg, Beth Sasfai, Michael Mencher, Liz Dunshee, Vince Flynn, Amanda Weiss and Justin Kisner: 1. Rescission of Rule 14a-8 would redirect activism, not eliminate it. Activism efforts are likely to shift toward other strategies, including director “vote no” campaigns, proxy contests, litigation, direct engagement and targeted publicity campaigns.
It’s Another Biggie! SEC Proposes to Rescind the Shareholder Proposal Rule
Yesterday, as noted in this press release, the SEC proposed to rescind Rule 14a-8 (at the same time as proposing to modernize the proxy solicitation process). Wow. Here’s the 228-page proposing release – and here’s the fact sheet. In that proposal, the SEC also proposed to amend Rule 14a-4(c) to provide companies with greater flexibility – and shareholders with greater control – regarding proposals for which a company may seek discretionary proxy voting authority. There’s a 60-day comment period.
It's a Biggie! The SEC Proposes to Streamline the Proxy Solicitation Process | JD Supra
Yesterday, as noted in this press release, the SEC proposed to modernize the proxy solicitation process (at the same time, it proposed to rescind Rule 14a-8). Wow. Here's the 152-page proposing release - and here's the . In the proposal, the SEC offers a number of elements of a proxy-plumbing modernization package: eliminate annual report delivery burdens, fewer EDGAR filings, minimized timing constraints - and a significantly faster broker-search process.
It’s Another Biggie! SEC Proposes to Rescind the Shareholder Proposal Rule
Yesterday, as noted in this press release, the SEC proposed to rescind Rule 14a-8 (at the same time as proposing to modernize the proxy solicitation process). Wow. Here’s the 228-page proposing release – and here’s the fact sheet. In that proposal, the SEC also proposed to amend Rule 14a-4(c) to provide companies with greater flexibility – and shareholders with greater control – regarding proposals for which a company may seek discretionary proxy voting authority. There’s a 60-day comment period.
It’s a Biggie! The SEC Proposes to Streamline the Proxy Solicitation Process
Earlier today, as noted in this press release, the SEC proposed to modernize the proxy solicitation process (at the same time, it proposed to rescind Rule 14a-8 – which I’ll blog about tomorrow). Wow. Here’s the 152-page proposing release – and here’s the fact sheet.
How Shareholder Proposals Looked This Past Proxy Season | JD Supra
Here's an excerpt from this Cooley Alert that's complete with all you need to know about the past proxy season penned by Beth Sasfai, Brad Goldberg, Michael Mencher and Vince Flynn: "Although the SEC staff's withdrawal from its traditional role in the Rule 14a-8 no-action process created substantial uncertainty, 2026 voting results largely followed recent patterns.
How Shareholder Proposals Looked This Past Proxy Season
Here’s an excerpt from this Cooley Alert that’s complete with all you need to know about the past proxy season penned by Beth Sasfai, Brad Goldberg, Michael Mencher and Vince Flynn: “Although the SEC staff’s withdrawal from its traditional role in the Rule 14a-8 no-action process created substantial uncertainty, 2026 voting results largely followed recent patterns.
The Joy of the “Berkeley Forum on Corporate Governance”
It’s not just because my oldest son attended Berkeley for school (known as “Cal”), but I legitimately believe that the “Berkeley Forum on Corporate Governance” is one of the finest governance events of the year. It’s practical – and the networking is unique with many directors attending. The event is held in San Francisco and virtually.
A Dozen Things In-House Practitioners Are Saying About How AI Impacts Disclosure Practices | JD Supra
Over the past month, I've shared 48 anecdotes from in-house practitioners about how they're using AI in their practice. Now I've started to ask in-house folks the question of "How much do you think AI will impact disclosure practices (including all the diligence leading up to making disclosure)?" Here are the first dozen responses that I have received: 1. "I think the impact will be enormous but mostly behind the scenes. Investors may not notice much difference in the 10-K or proxy itself.
A Dozen Things In-House Practitioners Are Saying About How AI Impacts Disclosure Practices
Over the past month, I’ve shared 48 anecdotes from in-house practitioners about how they’re using AI in their practice. Now I’ve started to ask in-house folks the question of “How much do you think AI will impact disclosure practices (including all the diligence leading up to making disclosure)?” Here are the first dozen responses that I have received: 1. “I think the impact will be enormous but mostly behind the scenes. Investors may not notice much difference in the 10-K or proxy itself.
Glass Lewis Outlines Coming “Multi-Perspective Research” Framework
In a note to clients recently, Glass Lewis provided more detail about its shift to a multi-perspective model that it announced about a year ago. Last year, Glass Lewis announced that rather than relying principally on a single set of global voting policies, it intended to develop an approach offering clients multiple analytical perspectives reflecting different investment and governance philosophies.
Glass Lewis Outlines Coming “Multi-Perspective Research” Framework
In a note to clients recently, Glass Lewis provided more detail about its shift to a multi-perspective model that it announced about a year ago. Last year, Glass Lewis announced that rather than relying principally on a single set of global voting policies, it intended to develop an approach offering clients multiple analytical perspectives reflecting different investment and governance philosophies.
Corp Fin Issues Three “Section 13G” CFIs Further Clarifying Shareholder Engagement Processes
Last week, Corp Fin issued three new CFIs relating to shareholder engagement and Schedule 13G eligibility as the Staff has continued to receive questions in the wake of the two CDIs issued about 18 months ago that caused some of the larger institutional investors to temporarily pause their engagement efforts and rethink their approach to engagement.
Corp Fin Issues Three “Section 13G” CFIs Further Clarifying Shareholder Engagement Processes
Last week, Corp Fin issued three new CFIs relating to shareholder engagement and Schedule 13G eligibility as the Staff has continued to receive questions in the wake of the two CDIs issued about 18 months ago that caused some of the larger institutional investors to temporarily pause their engagement efforts and rethink their approach to engagement.
SEC Proposes (Long Overdue) Transfer Agent Reform
Talk about overdue. The rules governing transfer agents hasn’t been substantively updated since the early ‘80s. That’s over forty years. Given that one of the larger transfer agents in the US demonstrated that its internal control environment was shaky a few years back – and that some of the newer entrants into the field aren’t that experienced – reform in this area is sorely needed. For those in-house, as my good friend Carl Hagberg likes to say: “Transfer agent liabilities?
SEC Proposes (Long Overdue) Transfer Agent Reform
Talk about overdue. The rules governing transfer agents hasn’t been substantively updated since the early ‘80s. That’s over forty years. Given that one of the larger transfer agents in the US demonstrated that its internal control environment was shaky a few years back – and that some of the newer entrants into the field aren’t that experienced – reform in this area is sorely needed. For those in-house, as my good friend Carl Hagberg likes to say: “Transfer agent liabilities?
All You Need to Know About the Past Proxy Season
Here’s an excerpt from this Cooley Alert that’s complete with all you need to know about the past proxy season penned by Beth Sasfai, Brad Goldberg, Michael Mencher and Vince Flynn: “ISS recommendations and shareholder support: ISS recommendations were closely associated with voting outcomes across every proposal category.
All You Need to Know About the Past Proxy Season
Here’s an excerpt from this Cooley Alert that’s complete with all you need to know about the past proxy season penned by Beth Sasfai, Brad Goldberg, Michael Mencher and Vince Flynn: “ISS recommendations and shareholder support: ISS recommendations were closely associated with voting outcomes across every proposal category.
Delaware Chancery Reaffirms Challenges In Pleading a Caremark Case
A few weeks ago, the Delaware Chancery Court dismissed a lawsuit against a company’s directors and officers – alleging oversight claims premised on Caremark – after that company entered into a $237 million derivative settlement a few years ago. That settlement was the largest derivative ever in Delaware of a Caremark duty of oversight case.
Delaware Chancery Reaffirms Challenges In Pleading a Caremark Case
A few weeks ago, the Delaware Chancery Court dismissed a lawsuit against a company’s directors and officers – alleging oversight claims premised on Caremark – after that company entered into a $237 million derivative settlement a few years ago. That settlement was the largest derivative ever in Delaware of a Caremark duty of oversight case.
Coming Soon! SEC to Propose Rescinding Rule 14a-8
I blogged on Friday that OIRA is reviewing the SEC’s proposed executive compensation disclosure reform – and now OIRA has listed two other big SEC proposals under review: Shareholder Proposal Modernization: we request the title appear on reginfo.gov as “Rescission of Rule 14a-8’s Federal Regulation of Shareholder Proposals and Amendments to Rule 14a-4.” Amendments to Certain Proxy Rules: we request the title appear on reginfo.gov as “Proxy Solicitation Modernization.” As we’ve noted, OIRA has...
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