Latest Articles

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 …

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 …

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 …