A few hours ago, the SEC proposed sweeping changes to Item 402 of Regulation S-K to make executive and director compensation disclosures more principles-based and to simplify reporting requirements. Among many other proposed changes, there would be significant changes to the number of covered executives, compensation tables, perks reporting and Dodd-Frank-related disclosures. Here’s the 542-page proposing release – and here’s the fact sheet. There’s a …
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How Might the Midterms Impact You? 15 Answers to Your Questions
Last week, we blogged about 10 questions you might consider asking in the wake of the midterm elections. We heard from many of you asking us to look at our crystal balls to try to glean where we might be headed – here are some thoughts from Cooley’s Beth Sasfai, with the caveat that this is merely guesswork:
Delaware Corporation Law Council Proposes a Rule 14a-8 Replacement: A Dozen Takeaways
On Monday, the Delaware State Bar Association’s Corporation Law Council released this 28-page White Paper and Discussion Draft of new DGCL Section 214, establishing a statutory framework for nonbinding (precatory) shareholder proposals if the SEC rescinds Rule 14a-8. This proposal would preserve a statutory right to submit precatory shareholder proposals – but substantially narrow access through higher ownership thresholds, limits on the number of proposals …
PCAOB Proposes Changes to Comfort Letter Requirements
Recently, the PCAOB proposed amendments to AS 6101, ‘Letters for Underwriters and Certain Other Requesting Parties,’ to address the limitations on an auditor’s ability to provide negative assurance in comfort letters. The proposal would modernize requirements that have remained largely unchanged since 2003. Comments are due by January 4th. Here are five things to know: 1. Accommodating Semiannual Reporting: Although the proposal was prompted in …
This Thursday’s Webcast: “SEC Updates – Trending Topics in Disclosure”
Tune in this Thursday, November 12th for the webcast – “SEC Updates: Trending Topics in Disclosure” – during which Sarah Sellers and Asa Henin will provide an overview of trending topics, such as the use of AI or the effects of tariffs, and the evolving role they pose in related corporate governance and disclosure matters. Register now. We also have other webcasts coming up as part …
How Might the Midterms Impact You? 10 Questions to Ask
In the wake of the midterm elections, we at Cooley were talking yesterday about what it all might mean – and we came up with these ten questions for you to consider: General Trend Impacts:
What If an Investor Won’t Engage With You?
If you’re a smaller company – or even a larger company – perhaps some of your larger shareholders won’t get back to you when you reach out to them. Do you keep going back to them year after year? The answer is “yes,” particularly if you have a specific issue for which you need to engage. If it’s important to you, you need to make …
Another Dozen Things In-House Practitioners Are Saying About How AI Impacts Disclosure Practices
A few months ago, I shared a dozen anecdotes from in-house practitioners about “How much do you think AI will impact disclosure practices (including all the diligence leading up to making disclosure)?”Here is another dozen responses that I received:
Corp Extends Form S-3 Eligibility for Temporary Voluntary Filers; Revisiting a 30-Year Old Position
Recently, Corp Fin issued this no-action letter to Sumisho Air Lease Corporation – with assistance from Cooley’s JP Motley and Justin Kisner! – that updates and extends the framework established 30 years ago in Lamar Advertising governing Form S-3 eligibility during a short voluntary Exchange Act reporting period. The Staff also revised Securities Act Forms CFI Question 115.15 to note the Staff’s updated position and …
Upcoming Webcast: “SEC Updates – Trending Topics in Disclosure”
Tune in on Thursday, November 12th for the webcast – “SEC Updates: Trending Topics in Disclosure” – during which Sarah Sellers and Asa Henin will provide an overview of trending topics, such as the use of AI, the effects of tariffs and the evolving role they pose in related corporate governance and disclosure matters. Register now. We also have other webcasts coming up as part of …