AI note-taking is today’s topic du jour. The first thing to know about this topic is that you need to experience it for yourself to see why it’s so attractive. (I’ll run a blog soon summarizing how AI note-taking works in...more
Personally, I’m sick of hearing about the Coldplay jumbotron scandal. But it does illustrate that it’s inevitable in a company’s life that there will be unexpected crises, and they are not fun if you’re someone who has to...more
Last week, ISS launched its latest annual ‘Global Benchmark Policy Survey’ – responses are due by August 22nd. Here are the primary questions (I didn’t include the multiple-choice answers)...more
7/29/2025
/ Artificial Intelligence ,
Board of Directors ,
Corporate Governance ,
Directors ,
Diversity ,
Executive Compensation ,
Institutional Investors ,
Institutional Shareholder Services (ISS) ,
Risk Management ,
Shareholder Proposals ,
Shareholders
The survey results from this “What Directors Think” publication from Corporate Board Member, Diligent Institute and FTI Consulting are based on the thoughts of more than 200 US public company directors. Here are a dozen...more
Recently, Nevada passed new legislation (AB 239) to amend the Nevada Revised Statutes to provide a number of statutory liability protections, including de-emphasizing the use of Delaware case law in interpreting Nevada law....more
If you’re attending the ‘Society of Corporate Governance’ Conference in Colorado in a few weeks, look for one of our Cooley people – including me – so that you can procure one of our nifty “proxy season wristbands.” You can...more
As I blogged last month, the SEC is holding a half-day roundtable on Thursday, June 26th to consider whether the SEC’s executive pay disclosure requirements need updating. At the time, the public was invited to submit...more
Recently, the PCAOB released its annual recap of its conversations with audit committee chairs. This past year, the PCAOB staff interviewed 272 audit committee chairs to come up with its findings, 78% of whom chaired a...more
As noted in this Reuters article, a recent PwC and The Conference Board survey found that...more
On Friday, the SEC announced that it would host a roundtable on executive compensation disclosure requirements on June 26th with investor and public company representatives (and others) as part of the process “to ensure that...more
Given the hubbub over the SEC’s new EDGAR Next, I thought it would be useful to provide a FAQ explaining the rationale for Section 16 to a new director or officer who is unfamiliar with the concept....more
5/1/2025
/ Board of Directors ,
Corporate Governance ,
Disclosure Requirements ,
EDGAR ,
Insider Trading ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Litigation ,
Securities Regulation ,
Shareholder Litigation
With tariffs so top of mind right now, I 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...more
For those planning for a virtual-only annual shareholders meeting, here are a non-exhaustive list of issues to consider (these also apply to hybrid meetings, which also have other issues to ponder given the in-person...more
Last week, as noted in this detailed blog by Cooley’s Cydney Posner, the sweeping – and somewhat controversial – changes to the Delaware General Corporation Law were signed into law. Now, the new “safe harbor” provisions...more
I had to look up the definition of “high sign” because I’ve said it for the entirety of my life, but it doesn’t feel right in this day and age. But sure enough, it means what I thought: “a surreptitious gesture, often...more
When conducting the dry run for your annual meeting, be sure to cover – to the extent you can – the unexpected by conducting scenario planning. Things might go according to plan, but they might not. Better to be safe than...more
This Cooley Alert that I blogged about earlier today – penned by Brad Goldberg, Beth Sasfai, Luci Altman, and Michael Mencher – has been updated for this development...more
For larger companies, Teneo notes that CEOs are named in sustainability reports to be ultimately responsible for their corporate climate strategies a third of the time – almost double the amount disclosed in 2023 (18%). CEOs...more
Given the late season announcement last week from ISS on its board diversity voting policies, it’s not that surprising that Glass Lewis also has now announced changes to its voting policies in this area. Glass Lewis has sent...more
In a rare move to update its voting policies in the midst of proxy season, ISS issued this press release stating it will no longer consider a board’s gender, racial or ethnic diversity when making director election...more
Just before the holidays got going, BlackRock updated their voting policies and engagement priorities. Here’s a laundry list of those updated documents...more
1/8/2025
/ Board of Directors ,
Climate Change ,
Corporate Governance ,
Diversity ,
Environmental Social & Governance (ESG) ,
Investment Management ,
Investors ,
Proxy Voting ,
Risk Management ,
Shareholders ,
Sustainability
As we recently blogged about, the US Court of Appeals for the Fifth Circuit vacated the SEC’s approval of Nasdaq’s board diversity disclosure rules last week. As a result, these rules no longer apply to proxy and information...more
Wow. By a 9-8 vote – that’s a close one! – the 5th Circuit decided that the SEC exceeded its authority when it approved the Nasdaq’s board diversity rule in Alliance for Fair Board Recruitment v. SEC last week. The 5th...more
Continuing on with our “shareholder engagement” series of blogs, you need an organized set of engagement procedures with priorities and the ability to call on internal cross-department coordination – and director...more
Here is Part 2 of a two-part blog series about nine aspects of the D&O questionnaire process for which in-house lawyers must use their judgment (here is Part 1 covering the first three aspects and more)...more