Talk about overdue. The rules governing transfer agents hasn’t been substantively updated since the early ‘80s. That’s over forty years. Given that one of the larger transfer agents in the US demonstrated that its internal control environment was shaky a few years back – and that some of the newer entrants into the field aren’t that experienced – reform in this area is sorely needed. …
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All You Need to Know About the Past Proxy Season
Here’s an excerpt from this Cooley Alert that’s complete with all you need to know about the past proxy season penned by Beth Sasfai, Brad Goldberg, Michael Mencher and Vince Flynn: “ISS recommendations and shareholder support: ISS recommendations were closely associated with voting outcomes across every proposal category. Across all Russell 3000 companies, proposals backed by ISS averaged 33% support for environmental matters, 34% for …
Delaware Chancery Reaffirms Challenges In Pleading a Caremark Case
A few weeks ago, the Delaware Chancery Court dismissed a lawsuit against a company’s directors and officers – alleging oversight claims premised on Caremark – after that company entered into a $237 million derivative settlement a few years ago. That settlement was the largest derivative ever in Delaware of a Caremark duty of oversight case. This dismissal highlights that a board that makes a good-faith …
Coming Soon! SEC to Propose Rescinding Rule 14a-8
I blogged on Friday that OIRA is reviewing the SEC’s proposed executive compensation disclosure reform – and now OIRA has listed two other big SEC proposals under review: As we’ve noted, OIRA has 90 days to complete its review but it often moves faster. Meaning the SEC will likely be proposing these rulemakings relatively soon. Hang onto your hats. It’s going to be a wild …
“Executive Compensation Disclosure Reform” Proposal Coming Soon!
Just in time to make your Labor Day more interesting? OIRA has listed the SEC’s proposal to reform executive compensation disclosures – meaning that agency is reviewing that rule proposal. And as we noted in this blog, even though OIRA has 90 days to complete a review, it often takes a fraction of that time. So we may well see the SEC’s proposal by next …
NYSE Proposes Extending Internal Audit Transition Period
A few weeks ago, the SEC published this notice for public comment over this NYSE proposal extending the transition period for newly listed companies to establish an internal audit department from one year to five years. Five years would give newly public companies more time to develop a meaningful program at a time when they are upgrading accounting systems and internal controls, adding personnel, and …
Five Hot Tips for Director Travel and Reimbursement Policies
Companies cover director travel and other reasonable expenses associated with their board service – and some also cover guest travel and even purely personal flights for safety reasons. But how this is accomplished varies significantly by company, and sometimes it changes within particular companies as board composition morphs over time. Although not required, many companies have policies that help guide what is permissible – and …
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 is the last set of anecdotes – up to 48 overall!). As one might expect, the perspectives and views are varied:
Section 16 Insiders Owe an “Annual EDGAR Confirmation”? You Might Not Know That…
Did you know that each of your Section 16 insiders – as well as companies themselves – are required to file annual EDGAR confirmations? This requirement kicked in when EDGAR Next officially launched last year. Here are six FAQs that I drummed up pulling information from this SEC EDGAR web page:
Board Committees: Figuring Out Which Committee Should Handle the New Hot Thing
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 …