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Articles by Cydney Posner
The Harvard Law School Forum on Corporate Governance
Chancery Rules Stockholder, through its Board Designee, May Have Conspired with Company Fiduciaries to Commit Fraud CFO, delaware, Delaware Court of Chancery, Diem v. Maisonette, fiduciary duty, fraud, Stockholder More from: Gail Weinstein, Maxwell Yim, Philip Richter, Randi Lally, Steven Epstein, Steven Steinman , Fried Frank Gail Weinstein is a Senior Counsel, Philip Richter is a Partner, and Steven Epstein is the Managing Partner at Fried, Frank, Harris, Shriver & Jacobson LLP.
The Harvard Law School Forum on Corporate Governance
Chamber of Commerce v. California Air Resources Board: Complaint California, carbon emissions, Clean Air Act, Climate change, Climate Disclosure, First Amendment, GHG, GHG Disclosure, SB253, SB261 More from: This post provides the text of the complaint filed on January 30, 2024 by the U.S. Chamber of Commerce against California over the state’s new corporate climate disclosure laws.
Is the SEC Facing a Death by 1,000 Cuts?
Department of Government Efficiency (“DOGE”), Elon Musk, SEC, Shadow SEC More from: Cydney Posner , Cooley Cydney Posner is a Special Counsel at Cooley LLP. This post is based on her Cooley memorandum.
Is the SEC facing a death by 1,000 cuts? | JD Supra
Bloomberg reports that staff from the Department of Government Efficiency is currently at the SEC, according to communications to SEC staff, who were “instructed to treat them as internal employees.” Bloomberg also reports that the “SEC has designated an internal team to work with DOGE,” including “the offices of the chief operating officer, the general counsel, human resources and enforcement.” According to the article, about 10% of the SEC’s workforce (arounds 500 staff members) have...
Commissioner Crenshaw decries SEC action pulling the plug on defense of climate disclosure rules | JD Supra
As reported in this PubCo post, the SEC announced yesterday that it was ending its “defense of the rules requiring disclosure of climate-related risks and greenhouse gas emissions”—the climate disclosure rules. In response to that action, Commissioner Caroline Crenshaw issued this Statement Regarding Climate-Related Disclosures Rule Litigation: The Commission has Left the Building. She’s none too pleased with the SEC’s action—to put it mildly.
Is the SEC facing a death by 1,000 cuts?
Bloomberg reports that staff from the Department of Government Efficiency is currently at the SEC, according to communications to SEC staff, who were “instructed to treat them as internal employees.” Bloomberg also reports that the “SEC has designated an internal team to work with DOGE,” including “the offices of the chief operating officer, the general counsel, human resources and enforcement.” According to the article, about 10% of the SEC’s workforce (arounds 500 staff members) have...
Surprise—not! SEC votes to terminate defense of climate disclosure rules | JD Supra
Yesterday, the SEC announced that the Commissioners had voted to end the SEC’s “defense of the rules requiring disclosure of climate-related risks and greenhouse gas emissions”—the climate disclosure rules. As you probably know, a number of challenges to the climate disclosure rule were consolidated as State of Iowa v. SEC in the Eighth Circuit, where briefs in the case had been filed.
Commissioner Crenshaw decries SEC action pulling the plug on defense of climate disclosure rules
As reported in this PubCo post, the SEC announced yesterday that it was ending its “defense of the rules requiring disclosure of climate-related risks and greenhouse gas emissions”—the climate disclosure rules. In response to that action, Commissioner Caroline Crenshaw issued this Statement Regarding Climate-Related Disclosures Rule Litigation: The Commission has Left the Building. She’s none too pleased with the SEC’s action—to put it mildly.
Surprise-not! SEC votes to terminate defense of climate disclosure rules
Today, the SEC announced that the Commissioners had voted to end the SEC’s “defense of the rules requiring disclosure of climate-related risks and greenhouse gas emissions”—the climate disclosure rules. As you probably know, a number of challenges to the climate disclosure rule were consolidated as State of Iowa v. SEC in the Eighth Circuit, where briefs in the case had been filed.
Delaware SB 21 signed into law | JD Supra
“‘a modest alternative that would reflect a true compromise and the best of both worlds. I would propose that any corporation could opt into all the provisions of SB 21 as passed by the Senate. The only change would be to require a shareholder vote to adopt those rules,’ Rep. Phillips said. The amendment was deemed ‘not friendly’ by the bill’s House sponsor State Rep.
Will an opt-in mechanism resolve the melee over Delaware’s controversial SB 21? | JD Supra
As widely reported, the Delaware legislature has responded to increasing chatter and speculation about the intentions of some companies—as well as action in some cases—to change their states of incorporation from Delaware to other states by proposing new legislation, Senate Bill 21. That proposed bill would offer a process for boards to invoke safe harbor protection from litigation over potentially conflicted transactions for directors and controlling stockholders.
Delaware SB 21 signed into law
Controversial Delaware SB 21 was signed into law last evening after passage yesterday by the legislature. According to this Statement from the office of Delaware Governor Matt Meyer, the Governor has “signed Senate Bill 21 into law, thanking lawmakers for the swift passage of this critical update to Delaware’s corporate law, aimed at ensuring the state remains the premier home for U.S. and global businesses.
How will AI impact the boardroom? | JD Supra
In this new paper from the Rock Center for Corporate Governance at Stanford, The Artificially Intelligent Boardroom, the authors discuss the potential impact of artificial intelligence on boardroom practices—impact that they believe will be significant, “but perhaps in different ways than is commonly recognized.” While managements and boards have been practically transfixed by the prospective application of AI across the operations of companies, the authors point out that much less attention...
Will an opt-in mechanism resolve the melee over Delaware’s controversial SB 21?
As widely reported, the Delaware legislature has responded to increasing chatter and speculation about the intentions of some companies—as well as action in some cases—to change their states of incorporation from Delaware to other states by proposing new legislation, Senate Bill 21. That proposed bill would offer a process for boards to invoke safe harbor protection from litigation over potentially conflicted transactions for directors and controlling stockholders.
Securities Act and FPI Exchange Act forms CDIs update | JD Supra
Corp Fin continues its project of updating CDIs. This new tranche relates to effectiveness of Form S-3 relative to timing of filing of Forms 10-K and proxy statements, allowing non-automatically effective Forms S-3 to be declared effective during the period between the filing of the Form 10-K and the definitive proxy statement. The CDIs also relate to foreign private issuer filings and withdraw a few CDIs to reflect the vacatur by a Federal court of the repurchase modernization rules.
How will AI impact the boardroom?
In this new paper from the Rock Center for Corporate Governance at Stanford, The Artificially Intelligent Boardroom, the authors discuss the potential impact of artificial intelligence on boardroom practices—impact that they believe will be significant, “but perhaps in different ways than is commonly recognized.” While managements and boards have been practically transfixed by the prospective application of AI across the operations of companies, the authors point out that much less attention...
Securities Act and FPI Exchange Act forms CDIs update
Corp Fin continues its project of updating CDIs. This new tranche relates to effectiveness of Form S-3 relative to timing of filing of Forms 10-K and proxy statements, allowing non-automatically effective Forms S-3 to be declared effective during the period between the filing of the Form 10-K and the definitive proxy statement. The CDIs also relate to foreign private issuer filings and withdraw a few CDIs to reflect the vacatur by a Federal court of the repurchase modernization rules.
SEC approval now needed for formal orders of investigation | JD Supra
As discussed in this PubCo post, in February, Reuters reported that, under the new Administration, some SEC Enforcement staff have recently “been told that they will need to seek the Commission’s approval for all formal orders of investigation, which are required to issue subpoenas for testimony or documents,” marking a “change in procedure that could slow down investigations.” Previously, Reuters reported, authority to formally launch investigations had been delegated to Enforcement...
Acting SEC Chair Uyeda presents blueprint for SEC rulemaking processes | JD Supra
In remarks in 2022 before the Asian Pacific American Bar Association, Uyeda was critical of recent SEC comment periods as a limitation on due process. He opened by movingly describing the impetus for his focus on due process under the Administrative Procedure Act—the historic failures of due process that had grievously injured the Asian Pacific American community, including his own family.
SEC approval now needed for formal orders of investigation
As discussed in this PubCo post, in February, Reuters reported that, under the new Administration, some SEC Enforcement staff have recently “been told that they will need to seek the Commission’s approval for all formal orders of investigation, which are required to issue subpoenas for testimony or documents,” marking a “change in procedure that could slow down investigations.” Previously, Reuters reported, authority to formally launch investigations had been delegated to Enforcement...
SEC approves Nasdaq proposal to modify initial listing requirements related to liquidity | JD Supra
In December of last year, Nasdaq proposed a rule change to modify the initial listing requirements related to liquidity.
Acting SEC Chair Uyeda presents blueprint for SEC rulemaking processes
Yesterday, Acting SEC Chair Mark Uyeda delivered remarks to the Investment Company Institute’s 2025 Investment Management Conference. While much of his presentation was specific to investment companies, the theme of his remarks had a more general application: a revised—revived?—blueprint for SEC rulemaking processes.
Government shutdown maybe? | JD Supra
Based on the from this morning, it seems unlikely that the threatened government shutdown will come to pass. Nevertheless, although the shutdown appeared doubtful, just this morning, Corp Fin posted an Announcement Regarding Pending Registration Statements and Offering Statements. As a cautionary measure, until the shutdown is fully resolved by a vote, it may make sense for those with pending registration statements to take a look. New Announcement.
SEC approves Nasdaq proposal to modify initial listing requirements related to liquidity
In December of last year, Nasdaq proposed a rule change to modify the initial listing requirements related to liquidity.
SEC approves Nasdaq proposal to modify initial listing requirements related to liquidity
In December of last year, Nasdaq proposed a rule change to modify the initial listing requirements related to liquidity.
Government shutdown maybe?
Based on the from this morning, it seems unlikely that the threatened government shutdown will come to pass. Nevertheless, although the shutdown appeared doubtful, just this morning, Corp Fin posted an Announcement Regarding Pending Registration Statements and Offering Statements. As a cautionary measure, until the shutdown is fully resolved by a vote, it may make sense for those with pending registration statements to take a look. New Announcement.
Corp Fin issues new and revised Securities Act CDIs—primarily Reg A and Reg D | JD Supra
Corp Fin has just issued a slew of new and revised CDIs regarding the Securities Act and related rule and forms—primarily Reg A and Reg D. Some are updates that relate back to the 2020 amendments designed to harmonize and simplify the patchwork universe of private offering exemptions. (See this PubCo post.) There are also a few CDIs related to Reg Crowdfunding.
Government shutdown maybe?
Based on the from this morning, it seems unlikely that the threatened government shutdown will come to pass. Nevertheless, although the shutdown appeared doubtful, just this morning, Corp Fin posted an Announcement Regarding Pending Registration Statements and Offering Statements. As a cautionary measure, until the shutdown is fully resolved by a vote, it may make sense for those with pending registration statements to take a look. New Announcement.
Corp Fin issues new and revised Securities Act CDIs-primarily Reg A and Reg D
Corp Fin has just issued a slew of new and revised CDIs regarding the Securities Act and related rule and forms—primarily Reg A and Reg D. Some are updates that relate back to the 2020 amendments designed to harmonize and simplify the patchwork universe of private offering exemptions. (See this PubCo post.) There are also a few CDIs related to Reg Crowdfunding.
Corp Fin issues new and revised Securities Act CDIs-primarily Reg A and Reg D
Corp Fin has just issued a slew of new and revised CDIs regarding the Securities Act and related rule and forms—primarily Reg A and Reg D. Some are updates that relate back to the 2020 amendments designed to harmonize and simplify the patchwork universe of private offering exemptions. (See this PubCo post.) There are also a few CDIs related to Reg Crowdfunding.
Shadow SEC argues for retention of SEC independence | JD Supra
At the end of last year, in this post on the CLS Blue Sky Blog, two leading authorities on securities law, Professors John C. Coffee, Jr. and Joel Seligman, made some predictions about SEC regulation under the new Administration.
Cooley Alert: Impacts for US Companies of the Proposed EU Omnibus Package
Here’s a recent Cooley Alert that some companies may be delighted—or at least relieved—to read: Impacts for US Companies of the Proposed EU Omnibus Package, from Cooley’s international ESG and sustainability advisory team.
SEC’s Investor Advisory Committee recommends SEC action on §11 liability after Slack. How likely is it? | JD Supra
In a meeting last year of the SEC’s Investor Advisory Committee, the Committee heard from a panel regarding the continued viability—or rather, lack thereof—of §11 liability following SCOTUS’s decision in Slack Technologies v. Pirani.
Shadow SEC argues for retention of SEC independence
At the end of last year, in this post on the CLS Blue Sky Blog, two leading authorities on securities law, Professors John C. Coffee, Jr. and Joel Seligman, made some predictions about SEC regulation under the new Administration.
Shadow SEC argues for retention of SEC independence
At the end of last year, in this post on the CLS Blue Sky Blog, two leading authorities on securities law, Professors John C. Coffee, Jr. and Joel Seligman, made some predictions about SEC regulation under the new Administration.
EDGAR Next begins March 24 | JD Supra
In this new press release, Filer Transition to New and Improved EDGAR Begins March 24, the SEC provides references and links to “extensive guidance and resources” available to assist filers with EDGAR Next.
New CDIs related to M&A | JD Supra
Corp Fin has just posted some new CDIs related to M&A transactions, more specifically, a revised CDI related to Form S-4 and lock-up agreements and a new group of CDIs related primarily to material changes in tender offers. The CDIs are summarized below.
SEC’s Investor Advisory Committee recommends SEC action on §11 liability after Slack. How likely is it?
In a meeting last year of the SEC’s Investor Advisory Committee, the Committee heard from a panel regarding the continued viability—or rather, lack thereof—of §11 liability following SCOTUS’s decision in Slack Technologies v. Pirani.
SEC’s Investor Advisory Committee recommends SEC action on §11 liability after Slack. How likely is it?
In a meeting last year of the SEC’s Investor Advisory Committee, the Committee heard from a panel regarding the continued viability—or rather, lack thereof—of §11 liability following SCOTUS’s decision in Slack Technologies v. Pirani.
EDGAR Next begins March 24
In this new press release, Filer Transition to New and Improved EDGAR Begins March 24, the SEC provides references and links to “extensive guidance and resources” available to assist filers with EDGAR Next.
Corp Fin has just posted some new CDIs related to M&A transactions, more specifically, a revised CDI related to Form S-4 and lock-up agreements and a new group of CDIs related primarily to material changes in tender offers. The CDIs are summarized below.
EDGAR Next begins March 24
In this new press release, Filer Transition to New and Improved EDGAR Begins March 24, the SEC provides references and links to “extensive guidance and resources” available to assist filers with EDGAR Next.
New CDIs related to M&A
Corp Fin has just posted some new CDIs related to M&A transactions, more specifically, a revised CDI related to Form S-4 and lock-up agreements and a new group of CDIs related primarily to material changes in tender offers. The CDIs are summarized below.
Are meme coins securities? Corp Fin says no | JD Supra
Last week, Corp Fin issued a new statement providing its views on whether “meme coins” were securities or, if offered and sold, involved securities transactions.
Corp Fin expands opportunities for nonpublic review of draft registration statements | JD Supra
Yesterday, the SEC announced that Corp Fin was “further facilitating capital formation by enhancing the accommodations available to companies for nonpublic review of draft registration statements.” You might recall that, in 2012, the JOBS Act permitted Emerging Growth Companies to initiate the IPO process by submitting their IPO registration statements confidentially to the SEC for nonpublic review by the SEC staff.
Are meme coins securities? Corp Fin says no
Last week, Corp Fin issued a new statement providing its views on whether “meme coins” were securities or, if offered and sold, involved securities transactions.
Are meme coins securities? Corp Fin says no
Last week, Corp Fin issued a new statement providing its views on whether “meme coins” were securities or, if offered and sold, involved securities transactions.
Corp Fin expands opportunities for nonpublic review of draft registration statements
Yesterday, the SEC announced that Corp Fin was “further facilitating capital formation by enhancing the accommodations available to companies for nonpublic review of draft registration statements.” You might recall that, in 2012, the JOBS Act permitted Emerging Growth Companies to initiate the IPO process by submitting their IPO registration statements confidentially to the SEC for nonpublic review by the SEC staff.
Cooley Alert: Policy updates regarding board diversity and proxy season considerations
How to deal with the issue of board diversity has become quite the conundrum. After the killing of George Floyd, many companies enhanced and championed their policies and commitments to DEI. But recent changes to the legal and political landscape—there’s an understatement for you—have had repercussions.
Policy updates regarding board diversity and proxy season considerations
How to deal with the issue of board diversity has become quite the conundrum. After the killing of George Floyd, many companies enhanced and championed their policies and commitments to DEI. But recent changes to the legal and political landscape—there’s an understatement for you—have had repercussions.
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