It’s a generalization but the audit committee often wants to take on more than it should. And other board committees typically don’t take on as much. I don’t blame them. So what should you do when a topic becomes so mainstream and important that it needs a permanent home on a board committee? This is the process that’s used at some boards: It might well …
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10 AI-Friendly Drafting Pointers for Earnings Release Drafters
A while back, I blogged about how 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. Here are 10 tips to consider when drafting an earnings release with the AI reader in mind: 1. Use clear and consistent terminology: Avoid jargon and ambiguous phrases, and use …
How Institutional Investors Are Using AI for Investment Decisions
Check out this survey – from “The Center for Audit Quality” and KRC Research – about how institutional investors are using AI to conduct research for investment decisions. Note that the survey focused just on investment decisions; not on voting decisions. Here are 10 things we learned from the survey: 1. AI Is Now Mainstream in Investment Research – 68% of institutional investors report extensive …
Yet Another Dozen Things In-House Practitioners Are Saying About Using AI
Given that AI is top of mind for so many of us right now, I’ve started polling our in-house friends about how they’re using AI in their practice (here’s my last blog with in-house anecdotes – and the one before that). As one might expect, the perspectives and views are varied:
Here It Is! Corp Fin Won’t Process Rule 14a-8 No-Action Requests of Any Kind…
Corp Fin is completely out of the shareholder proposal business! As we predicted a little while back, Corp Fin announced today that it will no longer process no-action requests under Rule 14a-8 going forward. This position now even includes requests made under Rule 14a-8(i)(1) “not a proper subject” (which the Staff was open to processing over the past year – but they never received a …
Audit Committees: How to Help Solve an Unbearable Workload
One of the biggest problems that audit committees face is that their jurisdiction has steadily grown over the years such that they are now covering too many different areas and have an unsightly workload. What to do? The logical answer is to move oversight over some of the areas for which the audit committee doesn’t have to be involved to another board committee. Here are …
A Harbinger of DOJ Antitrust Actions Against ISS and Glass Lewis?
Just as the rise of AI (and other factors) seem to have lessened the impact of ISS and Glass Lewis on voting decisions during the proxy season, the DOJ’s Antitrust Division withdrew a position – as stated in a Business Review Letter from 1987 – that it had no intention to bring action under the antitrust laws upon the formation of ISS way back when. …
Texas Stock Exchange Proposes Bold Proposal to Overhaul Broker Voting
As Liz recently blogged, the Texas Stock Exchange has proposed replacing the current broker discretionary voting system with a mandatory proportional voting framework for all uninstructed shares held by brokers on behalf of beneficial owners. Here are seven things to know about the proposal: 1. End of Broker Discretion – Under the proposal, brokers would no longer be permitted to cast discretionary votes on uninstructed …
Another Dozen Things In-House Practitioners Are Saying About Using AI
Given that AI is top of mind for so many of us right now, I’ve started polling our in-house friends about how they’re using AI in their practice (here’s my first blog with in-house anecdotes). As one might expect, the perspectives and views are varied:
Can Companies Deliver Two Different Versions of a Proxy to Shareholders?
With e-delivery in the news – specifically the SEC’s proposed Regulation E-Delivery – I’ve been reminiscing about the days in the mid-’90s when I worked in Corp Fin’s Office of Chief Counsel and I used to provide guidance to folks about how to read the SEC’s 1995 and 1996 interpretive releases when it came to applying the federal securities laws to activities on the Internet. …