Earlier this week, Republican members of the House Committee on Financial Services sent this letter to the SEC asking that it retract a total of 14 adopted – and proposed – rules. Among this list are two that Corp Fin ushered through the rulemaking process over the past few years: the cybersecurity disclosure rules and the pay-vs-performance rules. Interesting, the SEC’s climate disclosure rules are …
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Delaware Enacts Sweeping Changes for Conflict Transactions and Books and Records Demands
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 designed to cleanse conflict transactions involving directors, officers and controlling stockholders are effective, as well as the amendments that significantly narrow the categories of information subject to a books …
Brush Up on the Floor Proposal Process Before Your Annual Meeting
When I was in-house, one of the nerve-wracking aspects of the annual shareholders meeting was bracing yourself for the unexpected. Preparing as much as you can for something unexpected is a good idea – and one way to do that is to refresh your memory about what to do in case someone attending the meeting offers a proposal from the floor. We saw a number …
Annual Meetings: Giving the ‘High Sign’ to the Meeting Chair
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 prearranged, giving warning or indicating that all is well.” I’ve been blogging about planning for the unexpected but you can’t prep for every …
Annual Meetings: Scenario Planning for Surprises
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 sorry because it’s inevitable that there will eventually be a swerve. For some companies, something unexpected happens nearly every year. Here are four considerations …
SEC Loses 12% of Staff (Before the Coming Layoffs)
As noted in this Reuters article, over 600 of the staffers at the SEC have taken a buyout offer and will be leaving in the coming week or two. Many of these are senior staffers and it’s roughly 12% of the overall staff. And that’s before the round of mass layoffs that President Trump seeks as federal agencies submitted plans for these layoffs a few …
SEC’s Acting Chair Calls for Changes to SEC’s Rulemaking Processes
As noted in this excellent blog by Cooley’s Cydney Posner, Acting SEC Chair Mark Uyeda recently delivered this speech that included criticisms and recommendations for improving the SEC’s rulemaking process. Key points from the speech include:
EDGAR Next: The Need to File a Revised Form ID When Onboarding Brand New Insiders
Here’s an important point made by Cooley’s Luci Altman during this 29-minute video we recently blogged about: “If you are onboarding a new director or officer in the near term who has never had EDGAR codes or if you know your company will need to file a Form D for the first time, make sure you understand the changes to Form ID and adjust your …
Corp Fin Issues “Verification of Accredited Investor Status” Guidance
Last week, Corp Fin issued guidance about how to verify accredited investors in two different forms. It issued two CDIs on the topic, as well as a no-action letter that goes into more detail. [As noted in this blog by Cooley’s Cydney Posner, these CDIs were among two dozen that the staff issued, modified or withdrew.] CDI 256.35 clarifies that the list of verification methods …
External ESG Assurance: Wide Divergence Between Large and Small Companies
Teneo reports that the percentage of large companies obtaining external assurance of at least one ESG data point held steady at 62% for this year, as well as last year. KPMG’s survey went a step further, finding that 79% of FTSE 100 companies obtained some sort of external ESG assurance. Cooley’s Michael Mencher notes that for many of these larger companies, this is likely related …