Public Company Resource Hub

With tariffs so top of mind right now, Broc Romanek (author of “The Governance Beat”) checked in with Cooley’s Beth Sasfai and asked her to think back to her in-house counsel days and what she would be doing to help her company navigate the current environment. Here are 25 things on “Beth’s Crisis Response Checklist for In-House Counsel.”

Public companies find themselves rethinking disclosures relating to the diversity of their board and their director recruitment practices as they head into proxy season, given recent developments. This alert aims to provide an overview of updated board diversity voting policies of proxy advisory firms and key institutional investors and offer guidance to companies as they review their board diversity disclosures and practices in the current environment, including key updates from State Street and Glass Lewis through March 4.

Learn more about Nasdaq policy recommendations, new offerings and registrations of securities in the crypto asset markets, new compliance and disclosure interpretations (C&DIs) addressing clawback-related checkboxes, disclosure timing and de-SPAC co-registrants, Fidelity and UBS voting guidelines, a Securities and Exchange Commission (SEC) comment letter regarding no physical principal executive office address, The Business Roundtable urging the SEC to reform the shareholder proposal process, considerations for in-house counsel related to tariffs and trade, the Eighth Circuit holding SEC climate rule litigation in abeyance, and new C&DIs related to Rule 10b5-1.

Cooley has launched IPO GO, an interactive resource designed specifically for executives, legal teams and finance professionals preparing to go public via an initial public offering (IPO). Accessible from anywhere, including phones, tablets and desktops, IPO GO is a site where companies can find critical resources, practical legal tips and documentation to help develop and prepare for an IPO. The tool is anchored by the Form S-1 registration statement, the primary legal document for executing an IPO.

On February 11 and 12, 2025, the staff of the Division of Corporation Finance of the SEC provided a pre-Valentine’s Day treat for public companies and shareholders to digest in the form of two new significant sets of guidance with the potential to significantly reshape shareholder engagement and activism – including guidance on shareholder proposals submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 and institutional investor engagement.

Catch up on the recently updated 2025 proxy voting guidelines from BlackRock and Vanguard. The updates from these two leading institutional investors introduce new provisions to reflect evolving perspectives on governance, compensation, sustainability and shareholder engagement – including notable softening of board diversity policies. Read on for Cooley's overview of key policy updates and insights from both firms' 2025 guidelines.