The SEC issued this order last month about how people could trade the stock of public companies using “tokenized stock” – which uses distributed ledger technology. Although the SEC’s order doesn’t force companies to tokenize their shares, it has created a framework under which someone else may attempt to tokenize them – putting the burden on you to be prepared to make a potentially consequential …
An Inside Look at Cooley’s New AI Tool for IPOs: “Cooley GO Public”
I am very excited about the recent launch of “Cooley GO Public,” an AI-powered tool – developed with OpenAI – designed to help the firm with the IPO process. Cooley’s David Peinsipp was interviewed by Law.com about this groundbreaking development – here’s an excerpt: “The decision to develop a proprietary tool followed a period of experimentation by the firm’s capital markets attorneys and reflected the …
The SEC’s “Roundtable on 24-Hour Trading Preparations”: 11 Things to Know
During last week’s the SEC’s “Roundtable on Preparations for 24-Hour Trading,” panelists generally conveyed substantial confidence that the technical infrastructure for 23×5 trading will be ready by December 6th, but they noted that technical readiness is only the first chapter. The bigger question is whether overnight trading develops sufficient liquidity, execution quality, resiliency, harmonization and price stability to attract institutions and support issuers as well …
SEC Proposes (Long Overdue) Transfer Agent Reform
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. …
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 …
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 …
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:
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 …
24-Hour Trading: Nasdaq’s FAQs and SEC’s Roundtable
Given the number of questions we’re fielding from clients about “24-hour” trading – which really is 23 hours long – it makes sense that the Nasdaq has populated its “Global Trading Hours” Hub with 18 FAQs on global trading hours and 13 FAQs on corporate actions. In addition, the SEC just announced it will host a roundtable about preparing for 24-hour trading on September 17th …