The Governance Beat

A few hours ago, SEC Chairman Paul Atkins delivered this speech at the Society of Corporate Governance conference. Besides the excitement of this Cooley Alert being cited several times in the footnotes, the speech touched upon the reforms underway related to disclosure materiality and shareholder proposals as follows: a. Disclosure Materiality 1.

Join us on Wednesday, July 29th (1:00 – 2:00 pm eastern) for the webcast – “Proxy Season Recap: 10 Hot Topics” – as Cooley’s Ali Murata, Reid Hooper, Michael Mencher and Broc Romanek – along with Steve Pantina, CEO of Proxy Analytics – discuss how this wild proxy season went down, including up-to-date practical guidance to get ready for next year – such as rapidly changing engagement practices, dealing with the proxy advisors, board diversity and more. Register now.

Here’s an excerpt from this Cooley Alert penned by Ali Murata and Michael Bergmann: “And so, what does that type of summer reading list look like?

Last week, the Supreme Court overturned its 91-year-old precedent – in Trump v. Slaughter – holding by a 6-3 vote that Congress can’t restrict the President’s ability to remove members of independent agencies like the FTC. Here are four things to know: 1. Presidential Removal Power Expanded: The decision embraces the ‘unitary executive theory,’ giving the President broader authority to remove executive branch officials without needing to show cause. 2.

Join us on Wednesday, July 29th (1:00 – 2:00 pm eastern) for the webcast – “Proxy Season Recap: 10 Hot Topics” – as Cooley’s Ali Murata, Reid Hooper, Michael Mencher and Broc Romanek – along with Steve Pantina, CEO of Proxy Analytics – discuss how this wild proxy season went down, including up-to-date practical guidance to get ready for next year – such as rapidly changing engagement practices, dealing with the proxy advisors, board diversity and more. Register now.

Here’s a 34-minute podcast that Liz Dunshee taped with Michael Mencher and Vince Flynn about how newly public companies are navigating annual meetings of shareholders… Recent “Whys” and “Hows” of Annual Shareholder Meetings Supreme Court Rejects Investor Loss Requirement for SEC Disgorgement Upcoming Webcast: “Proxy Season Recap – 10 Hot Topics” Top 10 Things Audit Committee Chairs Want Board Effectiveness Requires Shared Accountability With Management This content is provided for general...

Here’s the intro from this Cooley blog penned by Luke Cadigan, Tejal Shah, Elizabeth Skey and Samantha Kirby: “On June 4, 2026, the US Supreme Court held that the Securities and Exchange Commission (SEC) need not prove that investors suffered actual financial loss to obtain disgorgement in a civil action. In a unanimous opinion authored by Justice Neil Gorsuch, Sripetch v.

Join us on Wednesday, July 29th (1:00 – 2:00 pm eastern) for the webcast – “Proxy Season Recap: 10 Hot Topics” – as Cooley’s Ali Murata, Reid Hooper, Michael Mencher and Broc Romanek – along with Steve Pantina, CEO of Proxy Analytics – discuss how this wild proxy season went down, including up-to-date practical guidance to get ready for next year – such as rapidly changing engagement practices, dealing with the proxy advisors, board diversity and more. Register now.

A useful regular publication from the PCAOB is its report about conversations with audit committee chairs – here’s the most recent report. The report has a load of anecdotes that are worthy of noting – I took the liberty of creating my top 10 list from it: 1. No surprises – ever: Audit chairs appreciate frequent, transparent communication. If something could be awkward later, bring it up now. 2. Proactive outreach from the audit partner: They don’t want passive auditors.

The annual PwC “Board Effectiveness” report repeatedly concludes that stronger governance requires action from both boards and management. Boards must improve agility, oversight practices and use emerging tools like AI, while management must provide clearer information, earlier engagement and be a more transparent communicator. Here are seven things from the report to note: 1.