Search for: "David Cooley"
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1 Nov 2019, 3:05 am
These are the ISS allegations (also see this Cooley blog – and this Twitter thread from Wharton Prof David Zaring that speculates this case may be used as part of the bigger picture pushback on regulatory guidance that we’ve been seeing): – The guidance exceeds the SEC’s statutory authority under Section 14(a) of The Securities Exchange Act of 1934 and is contrary to the plain language of the statute; the provision of proxy advice is not a proxy solicitation… [read post]
25 Oct 2019, 6:31 am
Wittry (Ohio State University), on Monday, October 21, 2019 Tags: Antitakeover, Board turnover, Boards of Directors, Director tenure, Entrenchment, Market reaction, Poison pills, Reputation, Shareholder value, Takeover defenses Proxy Access and Leverage Posted by Cydney Posner, Cooley LLP, on Monday, October 21, 2019 Tags: Accountability, Boards of Directors, Institutional Investors, New York, Pension… [read post]
11 Oct 2019, 6:03 am
Adams, Skadden, Arps, Slate, Meagher & Flom LLP, on Friday, October 4, 2019 Tags: Capital markets, Disclosure, IPOs, JOBS Act, Reporting regulation, SEC, Securities Act, Securities Act Rule 163, Securities regulation Response to CII Proposal to Amend DGCL Posted by David Berger and Amy Simmerman, Wilson Sonsini Goodrich & Rosati, on Friday, October 4, 2019 Tags: Controlling shareholders, Council of Institutional… [read post]
4 Oct 2019, 6:00 am
The Long Term, The Short Term, and The Strategic Term Posted by David A. [read post]
20 Sep 2019, 6:17 am
Warner and Dianna Lee, Weil, Gotshal & Manges LLP, on Sunday, September 15, 2019 Tags: IPOs, Mergers & acquisitions, Private equity, Public firms, Special purpose vehicles No-Action Requests to Exclude Shareholder Proposals—A Change of Approach Posted by Cydney Posner, Cooley LLP, on Sunday, September 15, 2019 Tags: Boards of Directors, Institutional Investors, No-action letters, Proxy season, Proxy… [read post]
14 Sep 2019, 12:20 pm
Cooley Book Prize of $50,000 to Professors Gary Lawson and Guy Seidman for their book, ‘A Great Power of Attorney’: Understanding the Fiduciary Constitution (Kansas University Press, 2017). [read post]
6 Sep 2019, 5:39 am
, Proxy advisors, State law SEC’s New Guidance on Proxy Voting Responsibilities Posted by David A. [read post]
23 Aug 2019, 6:17 am
Hall, and Louis Goldberg, Davis Polk & Wardwell LLP, on Wednesday, August 21, 2019 Tags: Boards of Directors, Business Roundtable, Corporate Social Responsibility, Disclosure, Duty of care, Duty of good faith, Duty of loyalty, ESG, Fiduciary duties, Human capital, Shareholder primacy, Shareholder value, Stakeholders So Long to Shareholder Primacy Posted by Cydney Posner, Cooley LLP, on Thursday, August 22,… [read post]
20 Aug 2019, 3:11 am
Here’s a pretty interesting story by David Shaw in “Directors & Boards. [read post]
16 Aug 2019, 6:00 am
Posner, Cooley LLP, on Thursday, August 15, 2019 Tags: Board composition, Board turnover, Boards of Directors, Director nominations, Director qualifications, Diversity, Public firms, SEC, Securities regulation [read post]
26 Jul 2019, 6:17 am
Posted by Cydney Posner, Cooley LLP, on Wednesday, July 24, 2019 Tags: Accounting, Commonsense Principles, Drag-along rights, Financial reporting, Institutional Investors, Long-Term value, R&D, Repurchases, Securities regulation, Short-termism The Importance of Climate Risks for Institutional Investors Posted by Philipp Krueger (University of Geneva), Zacharias Sautner (Frankfurt School of Finance & Management), and Laura T.… [read post]
5 Jul 2019, 6:05 am
Kress (University of Michigan), on Wednesday, July 3, 2019 Tags: Banks, Divestitures, Dodd-Frank Act, Federal Reserve, Financial crisis, Financial institutions, Financial regulation, Glass-Steagall, Incentives, Moral hazard, Systemic risk, Too big to fail SEC Proposal on Pro Forma Synergy Disclosures Posted by David A. [read post]
3 May 2019, 6:38 am
The SEC’s Current End Game on Proxy Advisory Firms Posted by Cydney Posner, Cooley LLP, on Friday, April 26, 2019 Tags: Institutional Investors, Proxy advisors, Proxy voting, SEC, SEC rulemaking, Securities regulation, Shareholder voting 2019 Compensation Committee Guide Posted by Jeannemarie O’Brien, David Kahan, and Michael Schobel, Wachtell, Lipton, Rosen & Katz, on Friday, April 26, 2019 Tags: Boards of… [read post]
12 Apr 2019, 6:20 am
Shim, David I. [read post]
5 Apr 2019, 5:58 am
Director Onboarding and the Foundations of Respect Posted by David A. [read post]
29 Mar 2019, 6:09 am
Securities Law Posted by Jon Daly, Michael Hyatte, and David Ni, Sidley Austin LLP, on Wednesday, March 27, 2019 Tags: Accredited investors, Capital formation, IPOs, JOBS Act, Regulation FD, Retail investors, SEC, Securities regulation, Small firms, Solicitation Does Protectionist Anti-Takeover Legislation Lead to Managerial Entrenchment? [read post]
22 Mar 2019, 6:27 am
Savarese, David A. [read post]
17 Mar 2019, 5:31 am
Posner is special counsel at Cooley LLP. [read post]
1 Mar 2019, 6:04 am
Gow (University of Melbourne), David F. [read post]
20 Feb 2019, 10:32 am
The Interplay between the Fourteenth Amendment’s Due Process Clause and the Fifth Amendment’s Takings Clause: Is the Supreme Court’s Test for “Public Use” Merely Rational Basis? [read post]
