Cooley PubCo

Cooley just released its first “Post-IPO Governance Trends Report,” an in-depth look at how newly public companies structure their governance profiles in the years following their initial public offerings (IPOs).

The 2025 proxy season brought a sharp increase in no-action requests under Rule 14a-8, with Securities and Exchange Commission (SEC) staff granting relief in nearly 70% of cases. Some of this shift reflects Staff Legal Bulletin (SLB) 14M, which rolled back prior guidance and recentered the analysis on company-specific facts and circumstances.

In a significant decision, the California Supreme Court clarified that forum-selection clauses included in corporate charter documents are not unenforceable simply because the designated forum, such as the Delaware Court of Chancery, does not provide the right to a jury trial. The Court drew a clear distinction between predispute jury trial waivers and forum selection clauses, noting that California’s right to a jury trial applies only to courts within the state.

This year’s proxy season brought fewer shareholder proposals but governance proposals continued to be submitted in high numbers and received robust support. Environmental and social proposals, on the other hand, saw a noticeable decline in both volume and investor support. On the management side, directors, say-on-pay, and equity plans all fared well at the ballot box, generally consistent with prior years.

The Trump administration has issued four new executive orders aimed at reviving and expanding the US nuclear energy sector, coming on top of numerous other executive orders marking a sweeping reversal of many climate and clean energy policies put in place over the last several years. Taken together, changes to nuclear and other climate-related policies have the potential to drive significant changes to the relative cost and availability of clean energy sources and the overall energy mix.

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...

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.

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.

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.

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.