Normally, I don’t pay too much attention to the speeches that SEC Commissioners deliver because it’s the SEC Chair that wields the real clout. But given where we are with a new SEC Chair to be sworn in over the coming months...more
As I get older, my motto has been “less is more.” That certainly works for a mindful lifestyle. And it also works for pickleball, as one learns to hit the ball softly and place it cleanly rather than banging away at it to...more
It’s clear that over the past few years, investors have tweaked their voting policies to tone down use of the term “ESG.” And it’s also clear that more and more companies are changing the title of their reports relating to...more
With most S&P 500 companies well underway on their CSRD materiality assessments, it’s not surprising that there is a fast-growing number of them that have completed – or are in the process of completing – “double” materiality...more
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
Just as I was starting this job, Cooley put out an awesome alert – with a set of great graphics – noting how the initial disclosures made voluntarily under the CSRD look....more
As I blogged about in Part 1 last month, there are actions you should be taking now to prepare for the SEC’s new EDGAR Next, including becoming educated about what this is all about. Here are the last of the dozen questions...more
As we lurch toward the end of the year, it’s a good time to take stock of our lives. But also, it’s kind of nifty to compare where we are with shareholder proposals compared to a decade ago. This 13-page report from ISS...more
Following up on my recent blog – “A New Presidential Administration? Top Five Impacts in Our Space” – here are a few more thoughts based on my years of observing the SEC...more
As noted in this Cooley alert from Ali Murata, Megan Schilling, Michael Bergmann, and Janice Chan, ISS recently opened its peer submission window, with it closing next Friday, November 22nd. As noted in the alert...more
As I recently noted in this blog, there are actions you should be taking now to prepare for the SEC’s new EDGAR Next. One thing you should be doing is becoming educated about what this is all about. Know that there is still a...more
I was talking to Cooley’s Beth Sasfai and Michael Mencher about the challenges many companies are facing with ambitious climate goals that no longer seem realistic. Here’s what Beth and Michael told me (also see them in this...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
It’s that time of year. Time to dust off your D&O questionnaire and figure out what to do now for the upcoming proxy season. The D&O questionnaire is an important part of the proxy drafting process....more