Here’s an excerpt from this Cooley Alert by Beth Sasfai, Brad Goldberg, and Luci Altman that contains practice tips in the wake of the SEC’s new EDGAR Next (which we have already blogged about a few times): “What should public companies do now to comply with Next?
ISS Issues FAQ on Meaning of ‘Robust’ Clawback Policy
Here’s an excerpt from this Cooley Alert by Ali Murata, Barbara Mirza, Michael Bergmann, and Janice Chan about new FAQ 46 of ISS’ Executive Compensation FAQs: “In short, the new FAQ specifies that a clawback policy will not be viewed as “robust” for purposes of ISS’ Executive Compensation Analysis unless it extends beyond Dodd-Frank requirements and applies to all time-vesting awards as well as performance-vesting …
ISS Benchmark Survey Results Highlight P4P Misalignment Policy
Last week, ISS issued a press release about the results of its latest benchmark survey (here’s the 22-page summary of the results). Nothing earth-shattering this year. We should see this year’s policy updates from ISS next month. Probably the most interesting result from the survey relates to the ratio of performance-based to time-based equity awards in the event of a quantitative pay-for-performance (P4P) misalignment. ISS’ …
What You Need to Do Now to Prepare for the SEC’s EDGAR Next
Recently, I blogged about the SEC’s new EDGAR Next, then I shared a number of anecdotes from in-house practitioners who are starting to spot the challenges they will face to comply with the new rules. Here are six things you should be doing now:
The SEC Updates Protocols for Your Edgar Accounts
Recently, the SEC adopted rule changes to improve the security of filer EDGAR access, including amending Form ID. As Cydney Posner lays out in her PubCo blog, the rule changes impact companies so that: The good news is that these new rules likely will cut down on the number of fake EDGAR filings, which were pretty rare, but a lot of fun to blog about, …
A Company’s PR Firm Gets Rosy on Social Media, SEC Enforcement Ensues
Recently, a company settled an SEC enforcement proceeding because a public relations firm managing the CEO’s social media accounts went rogue when it disseminated material nonpublic information. Here are a few random thoughts:
What Do the Vanguard Pass-Through Voting Pilot Results Mean?
A lot of people are talking about the results recently posted by Vanguard from the first year of its pass-through voting pilot program. Many understandably want to read the tea leaves as indicating that “investor choice” voting on a widespread scale could alter the dynamics of the proxy season. Did the results surprise me? Overall, I don’t think so. I’m not convinced that they look …
Does the ‘Quiet Disbanding’ of SEC Enforcement’s ESG Task Force Mean Anything?
As Cooley’s Cydney Posner covers in her great PubCo blog, Bloomberg Law reported that the SEC’s Enforcement Division “quietly disbanded” its “Climate and ESG Task Force.” The task force had 22 members and lasted about three years. Does this mean anything? Nope, not really. As Cydney notes, the SEC issued a statement that the “strategy has been effective, and the expertise developed by the task …
Cybersecurity Form 8-Ks: Corp Fin’s Interesting Comment Letter Process
We’ve known for some time that Corp Fin is reviewing Form 8-Ks filed after a company experiences a cybersecurity incident – including whether those 8-Ks should be filed under Item 1.05 or Item 8.01. These reviews have happened side-by-side with three tranches of guidance from the staff regarding cybersecurity incident 8-Ks, including: Now, the Corp Fin staff has uploaded an interesting publicly available comment letter …
Delaware’s Latest on Bylaws: 5 Lessons Learned
I was talking with Cooley partner Brad Goldberg about how he has been helping quite a few companies revisit their bylaws in response to the Delaware Supreme Court’s recent Kellner decision. Here are five lessons learned from Brad (with a hat tip to Morris Nichols’ Kyle Pinder):