Shareholder
Fall 2026
The End of the Federal Shareholder Proposal Rule? The SEC’s Effort to Rescind Rule 14a-8
The SEC Can and Should Use AI to Create a Fairer Market PAGE 6
Since 1942, SEC Rule 14a-8 has been a key mechanism through which investors communicate concerns to the companies in which they invest.
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Judge Approves Shareholders’ Settlement with Abbott Laboratories over Alleged Fiduciary Breaches PAGE 10
The Case That Reshaped American Real Estate PAGE 14
Fiduciary Focus: SEC’s Shift Away from Regulation Does Not Diminish Pension Funds’ Fiduciary Duty PAGE 18
Team Profile: Victoria Kehs PAGE 21
The End of the Federal Shareholder Proposal Rule? The SEC’s Effort to Rescind Rule 14a-8 Since 1942, SEC Rule 14a-8 has been a key mechanism through which investors communicate concerns to the companies in which they invest.
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The rule requires a publicly traded company to include shareholder proposals that meet certain criteria in its proxy statement and put the proposal to a vote of all shareholders. Over the last year, though, the SEC has fundamentally changed that process. In 2025, the SEC stepped away from its historic role advising companies on whether they could exclude proposals, and in September 2026, it proposed rescinding Rule 14a-8 altogether. If adopted, the rescission would reopen a question largely settled since World War II: should shareholder proposal rights be protected by federal securities law, or left to the states and private ordering?
Molly J. Bowen Partner
202.408.4600
If adopted, the rescission would reopen a question largely settled since World War II: should shareholder proposal rights be protected by federal securities law, or left to the states and private ordering?
mbowen@cohenmilstein.com
Background on Rule 14a-8 Rule 14a-8’s origins are practical: prior to its adoption, shareholders theoretically could present proposals at annual meetings, but the cost of independently soliciting proxies was prohibitive for most. In 1942, the SEC adopted a predecessor rule to give shareholders an efficient mechanism to present proposals for consideration. Under the rule, companies had to include qualifying proposals in the proxy alongside management proposals (such as director elections and advisory votes on compensation). Over time, shareholder proposals became an important feature of public-company engagement, addressing topics from executive compensation to political spending, human capital management, climate risk, and more. The SEC developed a framework governing who could submit proposals, which proposals companies could exclude, and how shareholders and companies needed to engage over a proposal. For decades, disputes over whether a proposal belonged on the proxy were resolved largely through the SEC staff’s no-action process, in which a company seeking to omit a proposal asked the Division of Corporation Finance to confirm that the staff would
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not recommend enforcement action if the proposal were excluded (e.g., there would be “no action”). The process became the practical centerpiece of Rule 14a-8 administration. Issuers, shareholders, courts, and practitioners relied heavily on these staff responses. Thus, while there is robust debate over what type of proposals can be included, until recently, there was no real debate about the mechanism.
The SEC’s Retreat from the No-Action Process That practice changed dramatically in late 2025. On November 17, 2025, the Division of Corporate Finance announced that for the 2025-2026 proxy season it would not respond to no-action requests, except in limited circumstances addressing matters governed by state law. The Division cited the need to devote resources to disclosure reviews and other functions. Then in August 2026, the Division announced that it would cease responding to Rule 14a-8 no-action requests altogether.
On September 16, 2026, the Commission stated that Rule 14a-8 may exceed the SEC’s proper role under Section 14(a) of the Exchange Act, even though the rule had long been viewed as a logical extension of the SEC’s authority to regulate proxy solicitations.
The SEC’s 2026 Proposal to Rescind Rule 14a-8 On September 16, 2026, the SEC proposed the complete rescission of Rule 14a-8. The Commission stated that Rule 14a-8 may exceed the SEC’s proper role under Section 14(a) of the Exchange Act, even though the rule had long been viewed as a logical extension of the SEC’s authority to regulate proxy solicitations. The Commission’s 2026 proposal takes a markedly different view. According to the proposing release, Rule 14a-8 has evolved from a procedural proxy rule into a substantive federal governance regime addressing questions that historically belong to state corporate law. The SEC further argues that, through the no-action process, Rule 14a-8 required staff to decide whether proposals involved “ordinary business,” raised sufficiently significant policy issues, or were otherwise proper subjects for shareholder action—governance questions traditionally reserved to the states and beyond the agency’s core mission. Rescission, the SEC argues, would let each state develop its own approach to shareholder proposal rights.
The Response Many of the nation’s largest institutional investors quickly expressed concern, viewing Rule 14a-8 as a principal mechanism for meaningful oversight of the companies they own. The same day as the proposal, Council of Institutional Investors (“CII”) Executive Director Glenn Davis called the rescission “a solution in search of a problem” and defended shareholder proposals as a vital way for investors to
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communicate concerns to boards. CII further warned that replacing a uniform system with a patchwork of state-law regimes could create a “race to the bottom” in shareholder rights. Brooke Lierman, Maryland Comptroller and Chair of the Maryland State Retirement and Pension System Board, warned that rescission “would undermine that oversight and damage investor confidence” and urged the SEC to abandon the proposal. The Interfaith Center for Corporate Responsibility has warned that rolling back Rule 14a-8 would abandon a critical “early warning system” of real harms. Other large funds have requested additional time to comment.
Many of the nation’s largest institutional investors quickly expressed concern, viewing Rule 14a-8 as a principal mechanism for meaningful oversight of the companies they own.
Looking Ahead Rule 14a-8 remains in effect, and the SEC’s proposal must proceed through the notice-and-comment process before any final action can be taken. Regardless of its fate, the proposal has reopened a debate many assumed was settled decades ago. For the first time in generations, the SEC is openly questioning whether shareholders should have a federally protected mechanism for placing issues before fellow investors through the proxy process. The debate extends beyond shareholder rights to how risks are identified, escalated, and addressed within public companies; shareholder proposals have at times foreshadowed serious governance failures, regulatory scrutiny, and reputational harm. Ultimately, the question is who should be able to elevate emerging corporate risks, and whether a uniform federal framework should continue to facilitate that. For many institutional investors, the proposal signals a broader reassessment of how shareholders hold American public companies accountable. Molly J. Bowen is a Partner in Cohen Milstein’s Securities Litigation & Investor Protection Practice Group.
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The SEC Can and Should Use AI to Create a Fairer Market Washington can’t stop talking about artificial intelligence. In finance, the conversation has taken a familiar, ominous turn: fears of AI-driven market bubbles, deceptive corporate hype and algorithms distorting prices at dizzying speed.
The op-ed was originally published by The Hill on July 9, 2026. See the original article at https://thehill.com/news/5959540-ai-sec-regulation-opportunities/.
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These threats are real. But the obsession with worst-case scenarios is blinding us to something else: a rare chance to use AI to make our markets fairer, more transparent and more just. That opportunity runs straight through the Securities and Exchange Commission, which has the power to regulate Wall Street through disclosure rules and enforcement actions. Yet the SEC’s draft strategic plan for 2026-2030, released on June 2, gives AI surprisingly little attention, offering only a brief commitment to its “responsible” use to “improve oversight, reduce costs, and unlock new efficiencies,” without explaining what that actually means in practice. But recent advances in AI and data technology have changed what is possible for the SEC to do. And we don’t need to wait for Congress to act—the SEC already has the authority to use AI to make American capitalism fairer, right now.
Benjamin F. Jackson Partner
212.838.7797
bjackson@cohenmilstein.com
Although the SEC has many tools for protecting investors, disclosure and enforcement are arguably the most important. Disclosure means setting the rules for what companies must say to investors and how they must say it. Enforcement means punishing firms and traders who mislead the public or manipulate markets.
Though the SEC’s most recent draft strategic plan gives AI surprisingly little attention, recent advances in AI and data technology have changed what is possible for the SEC to do. And we don’t need to wait for Congress to act—the SEC already has the authority to use AI to make American capitalism fairer, right now.
Until recently, both tools were constrained by scale. In my work representing investors in securities fraud cases, I’ve seen how misconduct often persists not because the SEC’s rules are too weak, but because violations go undetected for too long. There is simply too much information and are too many transactions for the SEC to monitor effectively.
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Academic research backs this up. Studies by scholars like Joshua Mitts and Tālis Putniņš show that market manipulation and insider trading are far more common than regulators previously thought— but it is invisible without the ability to conduct large-scale, cross-market analyses. Regulators are looking through keyholes when they need a panoramic lens. That lens now exists. With the recent rollout of the Consolidated Audit Trail—a vast database that captures nearly every stock order and trade across U.S. markets—the SEC can now see the stock market as a unified whole, with comprehensive, time-stamped data revealing how trading unfolds across venues and over time. Paired with AI and modern analytics, this data can transform enforcement. AI can sift through the data to flag statistically implausible or impossibly lucky trading and coordinated activity across accounts. AI can also be used to investigate corporate disclosures, flagging omissions, inconsistencies or subtle shifts in tone that may signal deception. Together, these tools can make enforcement faster, more evidence-driven and more effective. By increasing the likelihood that misconduct will be detected, they can change the basic incentives that drive market abuse. When fraud and manipulation are more likely to be detected, fewer people will be willing to attempt them.
With the recent rollout of the Consolidated Audit Trail—a vast database that captures nearly every stock order and trade across U.S. markets—the SEC can now see the stock market as a unified whole, with comprehensive, time-stamped data revealing how trading unfolds across venues and over time. Paired with AI and modern analytics, this data can transform enforcement.
AI can also supercharge the SEC’s disclosure powers. While enforcement can only punish yesterday’s misconduct, disclosure can shape tomorrow’s behavior by forcing companies to provide information investors care about today. AI can give disclosure real teeth by supporting new, targeted disclosure regimes in areas where opacity has shielded unfairness or hidden risks, including high-impact areas like workforce practices, tax transparency, political spending and environmental exposures. It can compare filings across time and across companies, flag inconsistencies and identify outliers that warrant scrutiny. When companies know their claims will be systematically tested and compared, they are far more likely to report honestly, revealing risks that affect not just investors, but workers, communities and the broader economy. Critics will warn the SEC lacks the expertise to deploy AI responsibly, or that greater reliance on AI could introduce new errors or cybersecurity risks. Those concerns deserve to be taken seriously. But these are arguments for building up the SEC’s capacity, not for inaction.
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That means investing in the talent needed to use these tools prudently, including hiring data scientists, engineers and quants who can turn raw market data into actionable insight, paying them competitively enough to stay and expanding the pipeline through fellowships and short-term rotations. With clear guardrails such as human oversight, transparent methodologies and systems that are auditable and defensible in court, the SEC can deploy AI responsibly and effectively. Notably, none of this requires writing any new securities laws. The bottleneck is not legal authority, but institutional capacity. Indeed, the SEC has already taken baby steps in this direction—creating an AI Task Force and a tiny, nine-person Office of Advanced Analytics and Artificial Intelligence—but those efforts don’t match the size or complexity of today’s markets. What the SEC needs now is the will and the funding from Congress to think bigger. A properly resourced, technologically capable SEC can make American capitalism fairer today. For decades, the SEC’s effectiveness has been limited by a simple fact: there was more information than any regulator could realistically process. That constraint is beginning to disappear. The question is whether the agency will seize the opportunity. If it does, AI could help create markets that are not only more efficient, but also more honest, transparent, and protective of American investors. Benjamin F. Jackson is a securities lawyer at Cohen Milstein who represents investors in corporate fraud cases and serves as secretary of the Institute for Law and Economic Policy, a public policy research and educational foundation focused on investor access to the civil justice system.
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Judge Approves Shareholders’ Settlement with Abbott Laboratories over Alleged Fiduciary Breaches Abbott Laboratories will spend $40 million to improve product safety and regulatory compliance as part of a settlement with shareholders who had accused the company’s directors of fiduciary breaches that led to a large-scale recall of contaminated baby formula.
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On July 31, 2026, U.S. District Judge Sunil R. Harjani gave final approval to the shareholder derivative lawsuit, in which Cohen Milstein represented Lead Plaintiffs International Brotherhood of Teamsters Local 710 Pension fund and Southeastern Pennsylvania Transportation Authority. Abbott is one of the largest manufacturers of infant formula in the country and a leading provider of formula to lowincome families through the federal SNAP program. The company’s shareholders alleged that members of the board of directors breached their fiduciary duties by failing to oversee the safety of infant formula manufactured and sold by Abbott, resulting in a major recall and nationwide infant formula shortage in 2022.
Richard Lorant
Director of Institutional Client Relations 202.408.3622
rlorant@cohenmilstein.com
The settlement requires Abbott to make targeted capital expenditures for its plant in Sturgis, Michigan, where FDA inspectors found a series of violations of food and safety laws, as well as the presence of potentially deadly bacteria. It also commits the company to make extensive reforms addressing product safety and regulatory compliance, complaint review and escalation, executive management review, and board oversight.
The settlement requires the company to make targeted capital expenditures for its plant in Sturgis, Michigan, where Food and Drug Administration inspectors found a series of violations of food and safety laws in 2019, 2021, and 2022, as well as the presence of potentially deadly bacteria. It also commits Abbott to make extensive reforms addressing product safety and regulatory compliance, complaint review and escalation, executive management review, and board oversight. “This is a victory for shareholders like our clients who were concerned about the human costs of the fiduciary breaches alleged in our complaint and also wanted to protect their long-term investment in the company,” said Cohen Milstein Partner Carol V. Gilden, who led the plaintiffs’ legal team.
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“The settlement requires concrete improvements in Abbott’s safety practices and board oversight designed to better protect the families who rely on its infant formula and safeguard the company’s long-term value.” The consequences of the Sturgis plant’s shutdown and recall were devastating for families, and caused tremendous harm to Abbott, which became the subject of regulatory, criminal, and Congressional scrutiny and numerous lawsuits including wrongful death, personal injury, whistleblower, consumer, and investor class actions. In total, the crisis caused billions of dollars of damage to Abbott and its reputation.
“This is a victory for shareholders like our clients who were concerned about the human costs of the fiduciary breaches alleged in our complaint and also wanted to protect their long-term investment in the company,” said Cohen Milstein Partner Carol V. Gilden, who led the plaintiffs’ legal team.
In addition to the breach-of-fiduciary-duty claims, shareholders alleged that the board violated the federal securities laws by making or allowing Abbott to make false and misleading statements regarding its safety and regulatory compliance, which caused the company to repurchase Abbott stock at artificially inflated prices. In September 2022, the court appointed the two lead plaintiffs over several competing shareholders, citing the strength and scope of their complaint, their prior books-and-records investigation, and their ability to pursue the case in the Northern District of Illinois without additional local counsel. Carol Gilden, the resident partner of the firm’s Chicago office, led Cohen Milstein’s litigation team, which included Molly Bowen, a partner in the Securities Litigation & Investor Protection Practice Group, among other firm attorneys. The litigation was hard fought and took more than four years to resolve. In November 2024, plaintiffs took an important step forward when Judge Harjani denied Abbott’s motion to dismiss their complaint. In doing so, the judge upheld plaintiffs’ core claims, including the federal violation of Section 10(b) of the Exchange Act and SEC Rule 10b-5, which allowed the case to proceed in federal court. That ruling allowed plaintiffs to begin the discovery process by which they were able to review relevant company documents and depose corporate officials to further strengthen their case. Lead plaintiffs and Defendants reached a settlement following further litigation and after eight formal mediation sessions and dozens of separate discussions among the parties and mediators. In a joint declaration, the mediators said that the attorneys in the case “represented their clients zealously, exhibiting great effort, diligence, and skill, and displayed the highest level of professionalism in carrying out their duties on behalf of their respective clients.”
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The case is In re Abbott Laboratories Infant Formula Shareholder Derivative Litigation, 22-cv-05513 (N.D.Ill.). Richard E. Lorant is the firm’s Director of Institutional Client Relations.
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The Case That Reshaped American Real Estate Few antitrust cases have transformed an industry as powerfully as Moehrl v. National Association of Realtors, Sitzer/Burnett v. National Association of Realtors, and Gibson v. National Association of Realtors. By challenging longstanding practices governing millions of residential real estate transactions a year, these class actions have already produced more than $1 billion in settlements and instituted sweeping industry reforms expected to benefit homebuyers and sellers going forward.
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At the center of the litigation was a straightforward but consequential question: Why have U.S. home sellers traditionally paid the commissions of the brokers representing the buyers of their homes on top of their own? Home sellers across the nation sued. The plaintiffs, represented by Cohen Milstein and co-counsel, alleged that the National Association of Realtors (NAR) and several major brokerage companies conspired to maintain rules that artificially inflated residential real estate commissions across the United States. According to the complaints, these practices violated federal antitrust laws by preventing normal competitive forces from determining the price of brokerage services.
Challenging a Longstanding Industry Structure
Kate Fitzgerald
Senior Manager Marketing Communications 202.408.4600
kfitzgerald@cohenmilstein.com
Americans pay approximately $100 billion a year in residential real estate commissions. Traditionally, total broker compensation has ranged from 5% to 6% of a home’s sale price, with roughly half going to the broker representing the buyer.
At the center of the three antitrust lawsuits brought against the National Association of Realtors was a straightforward but consequential question: Why have U.S. home sellers traditionally paid the commissions of the brokers representing the buyers of their homes on top of their own? Plaintiffs alleged that this arrangement discouraged and distorted competition, harming both buyers and sellers.
For decades, NAR’s Multiple Listing Service (MLS) rules required listing brokers to make blanket offers of compensation to buyer brokers to list homes on MLS platforms. Because access to an MLS is essential for marketing most homes, sellers effectively had little choice but to participate in the system. The plaintiffs alleged that this arrangement distorted competition. Sellers were required to pay not only their own broker but also the broker representing the buyer. Buyer brokers, meanwhile, allegedly had incentives to steer clients toward listings offering higher commissions, encouraging sellers to offer standardized commission rates regardless of the actual value of services provided.
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According to the plaintiffs, a competitive market would have produced a different result. Buyers would negotiate directly with their own brokers, seek alternative service models, or choose not to use a broker at all. Instead, the challenged rules allegedly insulated buyer-broker commissions from market pressures and shifted costs onto sellers that would ordinarily be borne by buyers. The result, according to the litigation, was a system that inflated commission rates nationwide and cost home sellers thousands of dollars per transaction.
From Investigation to Landmark Litigation Cohen Milstein initiated the investigation on behalf of home sellers that became Moehrl, which was filed in Illinois in 2019 against NAR and several of the nation’s largest real estate brokerages. The case survived a motion to dismiss in 2020 and achieved class certification in 2023, marking a major turning point in the litigation. Shortly after Moehrl was filed, home sellers filed a parallel case in Missouri, Sitzer/Burnett v. NAR. In October 2023, Sitzer/Burnett resulted in a landmark $1.8 billion jury verdict against NAR and several brokerage defendants, dramatically increasing pressure on the industry to settle.
So far, the three nationwide class actions have obtained more than $1 billion in approved settlements, providing significant monetary relief and imposing structural industry reforms that could prove even more consequential.
Following the verdict, Cohen Milstein and the co-lead team in Moehrl joined forces with the Sitzer/Burnett team to bring two additional nationwide class actions, which were subsequently consolidated into Gibson. To date, home sellers have obtained more than $1 billion in approved settlements, including a $418 million settlement with NAR and a $250 million settlement with HomeServices of America. In addition to providing significant monetary relief, the structural industry reforms required under the settlements could prove even more consequential.
Sweeping Changes to Real Estate Practices On August 17, 2024, NAR began implementing major changes designed to increase transparency and competition. Most significantly, Multiple Listing Service systems can no longer require sellers to offer compensation to buyer brokers as a condition of listing a property on an MLS. MLS systems also may no longer transmit buyer-broker compensation offers. The reforms also require brokers to inform both home buyers and sellers that commissions are fully negotiable and not set by law. Sellers must approve any payments offered to buyer representatives.
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Under the previous system, buyer-broker compensation was typically built into the transaction and paid by the seller. Under the new framework, buyers and sellers have greater freedom to negotiate brokerage arrangements independently and determine who will pay for those services. Supporters believe the increased transparency and competition will lead to lower commissions and more consumer choice.
The Eighth Circuit Affirms the Settlements The settlements survived a major challenge in August and September 2026 when the U.S. Court of Appeals for the Eighth Circuit affirmed more than $1 billion in nationwide settlements resolving antitrust claims against NAR and multiple brokerage defendants. The court rejected numerous objections to the agreements. Notably, it held that the plaintiff home sellers had established standing by demonstrating ongoing harm from inflated commission costs and home prices. The court observed that inflated commissions can harm both sellers and buyers by channeling additional funds from consumers to intermediaries. On September 24 and on October 7, 2026, the Eighth Circuit denied two separate requests for rehearing en banc, leaving the settlements and accompanying reforms intact. Those rulings have cemented the settlements as one of the largest and most significant antitrust outcomes in the history of the residential real estate industry.
Implications for Homebuyers, Sellers, and the Economy At their core, the Moehrl, Sitzer/Burnett and Gibson cases are about competition. The plaintiffs argued that brokerage compensation should be determined by market forces rather than industry rules that limit consumer choice. For home sellers, increased competition may reduce transaction costs and allow greater flexibility in negotiating brokerage services. For homebuyers, the reforms provide greater transparency regarding the true cost of representation and may encourage a wider range of service options and pricing structures. Through more than $1 billion in settlements and sweeping reforms, these cases have fundamentally altered the way residential real estate transactions operate in the United States. Kate Fitzgerald is a Senior Manager Marketing Communications at Cohen Milstein.
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Fiduciary Focus: SEC’s Shift Away from Regulation Does Not Diminish Pension Funds’ Fiduciary Duty Over less than two years, the Securities and Exchange Commission has reduced its regulatory focus while fostering a more permissive environment that encourages publicly traded companies and markets to take bold action with far less fear of regulatory enforcement.
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In some ways, this is nothing new. With a mandate that includes facilitating capital formation, as well as protecting and maintaining an efficient market, the SEC has prioritized different facets of its mission depending on the prevailing economic conditions and political winds. As institutional investors with fiduciary obligations to their members and beneficiaries, pension systems should be on notice about the SEC’s ongoing revisions. From the perspective of Chair Paul V. Atkins, the Commission’s recent actions will help revitalize the American economy by unleashing the power of American markets and companies. Such an ambitious goal, he might argue, requires large-scale changes and dramatic adjustments. A partial review of recent regulatory proposals shows the enormous scope of those changes.
Luke Bierman Of Counsel
202.408.4600
lbierman@cohenmilstein.com
Perhaps most notable is a proposal to move away from required quarterly reporting to permit semiannual reporting, which will reduce the financial disclosure regimen from four times each year to two, although companies will under the proposal be able to report quarterly if they choose. This proposal has generated significant commentary. Supporters argue that this new approach will reduce focus on short-term actions and enhance long-term, strategic decision making with significant savings of time and expense. Opponents point to reduced information in the marketplace that will diminish transparency, especially for retail investors who follow quarterly reports closely. Opponents also suggest that these new requirements will create market confusion because of all the indexes and other market participants that operate on a quarterly reporting system. Despite the opposition that has flooded the SEC, the agency appears intent on moving forward.
As institutional investors with fiduciary obligations to their members and beneficiaries, pension systems should be on notice about the SEC’s ongoing revisions.
The SEC also has proposed eliminating the “Pay-to-Play” rules that prohibit compensation for investment advisers for two years after making a political contribution to state and local officials. This regulation was promulgated following highly publicized
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pension fund scandals in California, New York, and elsewhere around the turn of this century. Many public pension funds preceded the SEC in adopting “Pay-to-Play” rules and many of those remain in effect. But altering this regulatory scheme, and thereby withdrawing federal oversight and enforcement, will diminish incentives that may lead to scandals like those experienced a couple of decades ago. Another aspect of the SEC’s oversight that will impact its regulatory approach is a change to its quorum rule, now permitting just one member of the Commission to satisfy the requirement to act formally under specified circumstances, such as when there is only one member qualified to act due to vacancies and conflicts. This development arises as the Commission, at the time of this writing, has only two members following the departure of Commissioner Hester Peirce in early October and with no formal nominations pending. In the absence of the quorum rule change, the SEC might be unable to act in some circumstances.
The investment environment is changing from a regulatory focus to a more laissez faire environment.
This situation is particularly interesting because of the U.S. Supreme Court’s decision earlier this year in Trump v. Slaughter that empowers the President to remove executive agency members without
cause. With this authority, the President’s capacity to create a one-person Commission seems a distinct possibility, especially considering President Trump’s disposition to direct executive agency action. A companion case to Slaughter involves the President’s authority to remove a Governor of the Federal Reserve, which remains pending and may offer an exception to the President’s broad removal authority, as the Supreme Court distinguished the Federal Reserve’s role in the economy as a rationale for a different result in Trump v. Cook. Whether this possibility might offer precedent for limiting the President’s removal authority regarding a SEC Commissioner because of its involvement in the economy would be an interesting sidelight to the changing role of the SEC over the recent past—for with the removal power comes great potential to alter regulatory outcomes. The investment environment is changing from a regulatory focus to a more laissez faire environment. The public pension systems’ fiduciary obligations, however, will not change as the dynamics animating SEC action are in flux, so duties of care and prudence among the full panoply of public pension obligations must be exercised with vigilance toward and awareness of this changing landscape.
Luke Bierman is a co-founder of Cohen Milstein’s Ethics & Fiduciary Counseling Practice and Of Counsel to the firm.
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Team Profile Victoria Kehs | Coordinator of Investor Services
212.220.2917 | vkehs@cohenmilstein.com
Victoria Kehs joined Cohen Milstein’s Securities Litigation & Investor Protection practice group in 2020 as a paralegal and then in 2024 moved into the role of Coordinator of Investor Services. In this role, Victoria prepares the monthly portfolio monitoring reports for our investor clients, maintains our COMPAS portal to ensure client access to the reports, and works closely with partners in preparing the firm’s submissions to pension plans’ requests for proposals for litigation and securities monitoring services. For this issue of the Shareholder Advocate, Victoria spoke with editor Christina Saler.
I grew up in … Woodside (Queens), New York, which is marked by its ethnic diversity, close-knit welcoming communities, and, of course, amazing food. I stand by the opinion that the best food is in Queens, not Manhattan. Today I live with my husband and two daughters in Astoria, just fifteen minutes from where I grew up. I still love returning to Woodside to enjoy all cuisines, but especially Thai, Peruvian, and Indian food. I found Cohen Milstein … by going to the library! The library had featured the non-fiction book titled The Girl from Kathmandu: Twelve Dead Men and a Quest for Justice. It told the incredible story of the firm’s decade-long legal battle on behalf of a courageous widow who sought justice for her murdered husband and other victims who were lured from their village in Nepal with the promise of jobs at a luxury hotel in Amman, Jordan but instead were swept into a human trafficking ring that rerouted them against their will to Iraq. Some men were massacred by insurgents, and the rest arrived at U.S. military bases in Iraq to work stocking warehouses and collecting garbage. After learning about these brave widows and the firm’s efforts to hold defense contractors accountable for human rights violations driven by corporate greed, I knew it was a firm I wanted to be a part of. Fortunately, around that same time, the firm posted an opening for a paralegal position, and I was hired shortly thereafter. My work at the firm … has evolved from working as a paralegal to becoming the Coordinator for Investor Services, where I prepare our monthly portfolio monitoring reports for clients and our submissions to requests for proposals. This was a natural transition for me, as I rely heavily on the same skill set of attention to detail, managing many moving parts required to complete a project, strict adherence to technical and procedural requirements, and working diligently to support my colleagues to ensure a smooth workflow. I like knowing that the work I’m doing is helpful to our
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clients. I also take a lot of pride in my work with the firm’s Caregiving Committee, where I’ve focused on developing resources for colleagues who are returning to work after taking parental leave. The transition can be challenging and, at times, overwhelming as one navigates the demands of new parenthood while balancing the responsibilities of work. The firm has recognized these challenges and, through its support of the Caregiving Committee and collaboration with Human Resources, has taken meaningful steps to support colleagues as they navigate this transition. I’m currently reading … two books. With my four-year old daughter, I read an excerpt of The Lion, the Witch and the Wardrobe each night, enjoying the chance to experience a childhood favorite anew through her eyes. On my own, I gravitate toward memoirs and biographies that explore real people’s experiences of hope, suffering, and transformation (which is how I found The Girl From Kathmandu). I’m currently reading a biography of Rees Howells, who grew up working in a Welsh coal mine as a child in the late 1800s and later had a profound encounter with faith that transformed the course of his life.
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Recent Highlights IN THE NEWS
AWARDS & ACCOLADES
Cohen Milstein Launches on West Coast With LA Office
Seven Cohen Milstein Attorneys Named Leading Litigators in America
Law360 – September 2, 2026
4 Firms Vie to Lead Investor Class Action Against Roblox Law360 – August 11, 2026
SpaceX May Not Escape Shareholder Suits’ Orbit So Easily Law360 – July 22, 2026
Lawdragon – S. Douglas Bunch recognized. – September 11, 2026
Cohen Milstein Named Winner & Finalist in 2026 Elite Trial Lawyer Awards The National Law Journal – Carol Gilden named winner in Elite Women of the Plaintiffs Bar category. Firm named finalist for Practice Group of the Year – Securities Litigation/Shareholder Rights. – July 23, 2026
UPCOMING EVENTS October 25-28 | National Conference on Public Employee Retirement Systems Public Safety Conference Nashville, TN – J.D. Davis, Richard Lorant, and Christina Saler
October 25-28 | International Foundation of Employee Benefit Plans Annual Employee Benefits Conference
New Orleans, LA – Molly Bowen, Carol Gilden, and Tom Straw
November 10-13 | State Association of County Retirement Systems Fall Conference Rancho Mirage, CA – Richard Lorant
November 23-24 | County Commissioners Association of Pennsylvania Fall Conference Hershey, PA – David Maser
December 1-4 | Massachusetts Association of Contributory Retirement Systems Fall Conference Boston, MA – Tom Kelly and Richard Lorant
December 12 | Pennsylvania Society Annual Dinner
New York, NY – David Maser and Christina Saler
January 31 – February 3, 2027 | Florida Public Pension Trustees Association Trustee School Orlando, FL – Cristine Turner
February 3-5, 2027 | Louisiana Trustee Education Council Investment Education Symposium New Orleans, LA – J.D. Davis and Cristine Turner
February 11-16 2027 | National Labor & Management Conference Hollywood, FL – Molly Bowen
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Editor: Christina D. Saler Editorial Team: Richard E. Lorant and Samuel P. Waite Please contact us with questions or comments at 202.408.4600. The materials in this edition of the Shareholder Advocate are for informational purposes only. They are not intended to be, nor should they be taken as, legal advice. The opinions expressed herein reflect those of the respective author.
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