It’s not just because my oldest son attended Berkeley for school (known as “Cal”), but I legitimately believe that the “Berkeley Fall Forum on Corporate Governance” is one of the finest governance events of the year. It’s practical – and the networking is unique with many directors attending. The event is held in San Francisco and virtually. This year’s event on October 28th and 29th …
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Court Issues Preliminary Injunction for the Texas Proxy Advisor Law
I recently blogged about how back in June, Texas passed a law – known as “Senate Bill 2337” – that mandates certain disclosures when proxy advisors recommend casting a vote for “non-financial reasons” or provide conflicting advice to multiple clients. I noted that the law takes effect on September 1st – and that ISS and Glass Lewis had filed lawsuits trying to block the new …
Roundup: Comment Letters Responding to Executive Pay Disclosure Roundtable
Here’s an excerpt from this Cooley Alert: “As of August 19, more than 60 substantive comments had been submitted, including one from Cooley, as well as more than 1,000 comments generally following one of two standardized forms. All of the comments are publicly available on the SEC website. To date, most of the comments focus on the requirements applicable to larger issuers as opposed to …
How Analysts and Investors Use AI to Review Earnings Releases
As borne out by a recent study, analysts and investors are increasingly using AI tools to read and analyze earnings reports (10-Ks, 10-Qs, earnings releases and transcripts) to gain faster insights and identify investment opportunities. These tools leverage natural language processing, machine learning and sentiment analysis to extract, interpret and rank relevant data. Here are some of the ways that analysts and investors use AI …
EDGAR Next: How to Handle Five Issues That Might Arise
With the deadline for mandatory use of EDGAR Next around the corner – September 15th – here are the five biggest issues we’ve been working with clients on (as told to me by Cooley’s Luci Altman), some of which mirror the “Top 12 Decision Points for EDGAR Next” that we’ve blogged about before:
Nevada Takes First Steps Towards Forming a Business Court
At the end of July, the Chief Justice of the Nevada Supreme Court proposed the adoption of a rule that would create a Commission to look into creating a business court in the two largest judicial districts in Nevada. Here is the court’s docket on that rulemaking, which includes comment letters from interested parties. A hearing was held on the proposal a few days ago, …
Texas’ Proxy Advisor Law Takes Effect on September 1st
Back in June, Texas passed a law – known as “Senate Bill 2337” – that mandates certain disclosures when proxy advisors recommend casting a vote for “non-financial reasons” or provide conflicting advice to multiple clients. The “non-financial” reasons include a recommendation wholly or partly based on environmental, social or governance investing, diversity, equity or inclusion, social credit or sustainability scores or membership in or commitment …
The SEC Offers Shiny Objects (and Data)
Last week, the SEC announced it has a new statistics and data visualization page that is pretty cool. The information is “interactive,” presented in graphics and also can be downloaded. For folks tracking deals, you’ll get this information quarterly: IPOs, follow-on offerings, corporate bond deals and Reg D offerings. You’ll get Reg A offerings on a semi-annual basis. On an annual basis, you’ll get this …
The Biggest Problem With Board Meeting Agendas? They Get Too Routine
The most common problem with board meeting agendas is they get too routine. You pull up the agenda from last year for that particular meeting and it gets a perfunctory look and it’s sent out. Most sets of governance guidelines include a recommendation that the lead director/ board chair gets a bite at the apple and reviews the board agenda. But that often is a …
Glass Lewis Policy Benchmark Survey: The Primary Topics
Recently, I blogged about how ISS is soliciting input on its annual policy benchmark survey. Glass Lewis has also released its annual policy benchmark survey, with responses due by September 15th. Here are the 19 primary areas for which Glass Lewis is seeking input: