Here’s our latest edition of our monthly feature – a quick snapshot of recent developments:

  1. As we continue to wait for the SEC to adopt final climate disclosure rules, Corp Fin is continuing to issue comments during their review of ’34 Act filings on climate change risk issues. As this Bloomberg Law” article notes, Corp Fin has issued comments on the filings of at least a dozen companies in the last three months.
  2. As we recently blogged, ISS barely changed its proxy voting guidelines for 2024. Now, ISS has issued a bunch of FAQs including (changes to the FAQs are shaded in yellow):

    Compensation Policies – For further discussion of the new FAQ on pay-for-performance quantitative screens, see Pay-for-Performance Mechanics: ISS’ Quantitative & Qualitative Approach
    Procedures & Policies (Non-Compensation) – For information relevant to ISS’ evaluation of shareholder proposals seeking an independent chair and for ISS’ evaluation of director performance, see TSR Medians for Performance-Related Policy by Industry Group
    Equity Compensation Plans 
    Peer Group Selection Methodology and Issuer Submission Process (no changes)
    Cross-Market Policies

3. BlackRock has released its changes to its proxy voting guidelines and it’s mostly standing pat. But there still are a number of changes as noted in this blog.

4. One new type of shareholder proposal this proxy season relates to the transparency of a company’s use of – and investment in – artificial intelligence, including how the company is managing any financial and “public welfare” risks related to AI. It has been reported that at least a half dozen companies have received this type of proposal so far. And now Corp Fin has issued the first responses to requests made under Rule 14a-8 to exclude the proposals. In both cases, Corp Fin didn’t grant the relief.

5. If you happen to have an outstanding confidential treatment request that was granted before Corp Fin updated the rules for confidential treatment requests in 2019 and 2020 – and that old CTR order is close to expiring – we have new guidance from Corp Fin about how to handle that expiring CTR order in this updated “CF Disclosure Guidance: Topic No. 7.” Under Corp Fin’s revised guidance, you have three alternatives as laid out in this blog.

6. In this “In-House Perspectives: Proxy Season” Guide, I have compiled the various “In-House Corners” in which our in-house readers have shared tips, anecdotes, and thoughts about topics that arise in their daily practice as they relate to the proxy season.

7. In this blog, we describe the SEC’s latest inside trading theory: “shadow trading.”

8. Here’s the video archive for the recent webcast—“Proxy Season Roundtable – What You Need to Know Now”—featuring Perkins Coie’s own Allison Handy, Kelly Reinholdtsen and Broc Romanek and Proxy Analytics’ Steve Pantina. Also see our blog with some “way-too-early” proxy season stats.

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Photo of Broc Romanek Broc Romanek

As a strategist for the firm’s Corporate & Securities practice, Broc Romanek has a deep understanding of the regulatory and environmental, social, and governance (ESG) marketplace. Prior to joining Perkins Coie, Broc served as editor at TheCorporateCounsel.net, CompensationStandards.com, and DealLawyers.com, where he oversaw…

As a strategist for the firm’s Corporate & Securities practice, Broc Romanek has a deep understanding of the regulatory and environmental, social, and governance (ESG) marketplace. Prior to joining Perkins Coie, Broc served as editor at TheCorporateCounsel.net, CompensationStandards.com, and DealLawyers.com, where he oversaw and managed coverage on issues related to ESG, corporate governance, executive pay, deals, and market trends and analysis.

In addition to his nearly two decades of working as a journalist and publisher, Broc served as assistant general counsel at a Fortune 50 company, worked in the Office of Chief Counsel of the U.S. Securities and Exchange Commission’s (SEC) Division of Corporation Finance, was a counselor to former SEC Commissioner Laura Unger, and worked in private practice. He also is the author, or co-author, of four legal treatises, and has authored several books focused on the legal industry.