Going public is exciting and it often involves an evolution of some of your governance practices to match what is required – or expected – of your company now that it’s subject to SEC rules and stock exchange listing standards. But that evolution likely represents just the first steps towards joining the governance world inhabited by companies that have been publicly traded for a long …
What Nom & Gov Committees Are Asking Corporate Secretaries Right Now
Sparked by Cooley’s Brad Goldberg’s discussion on a panel during the recent “Proxy Disclosure” conference hosted by TheCorporateCounsel.net – the Fall event that I founded many years ago – this blog features a list of the questions that Nom & Gov committees are commonly asking right now. Brad notes this list includes:
The Joy of the “Berkeley Fall Forum on Corporate Governance”
It’s not just because my oldest son attended Berkeley for school (known as “Cal”), but I legitimately believe that the “Berkeley Fall Forum on Corporate Governance” is one of the finest governance events of the year. It’s practical – and the networking is unique with many directors attending. The event is held in San Francisco and virtually. This year’s event on October 28th and 29th …
The Biggest Problem With Board Meeting Agendas? They Get Too Routine
The most common problem with board meeting agendas is they get too routine. You pull up the agenda from last year for that particular meeting and it gets a perfunctory look and it’s sent out. Most sets of governance guidelines include a recommendation that the lead director/ board chair gets a bite at the apple and reviews the board agenda. But that often is a …
How to (Appropriately) Use AI to Take Notes
Recently, I blogged about considerations to ponder when deciding which situations are appropriate to use AI to help you take notes. I offered the reasons why it’s never appropriate to use AI to take notes at board and board committee meetings (and I also noted that corporate secretaries should bake AI into their board meeting compliance warnings). But there are plenty of situations where AI …
Independent Board Chairs: Seven Practice Pointers
Recently, the NYSE and JPMorgan released this lengthy “Board Structure and Composition” white paper and Cooley was proud to contribute Chapter 20 “Independent Board Chair – Trends and Issues” chapter (pp. 157–163). Here are seven practice pointers from that: 1. Clarify the Role of the Chair: Define and document the independent chair’s duties in a committee charter, governance guidelines, or board policy to avoid confusion …
AI Note-Taking: Many Things to Ponder
AI note-taking is today’s topic du jour. The first thing to know about this topic is that you need to experience it for yourself to see why it’s so attractive. (I’ll run a blog soon summarizing how AI note-taking works in practice.) It’s truly amazing. No more “spacing out” while attending a long, drawn-out panel. No more daydreaming while “listening” to a significant other. You …
How to Actually Implement a Crisis Containment Plan
Personally, I’m sick of hearing about the Coldplay jumbotron scandal. But it does illustrate that it’s inevitable in a company’s life that there will be unexpected crises, and they are not fun if you’re someone who has to deal with them. When I say “unexpected,” I mean you don’t know when they are going to happen. But life is hard, and you can predict that …
COSO Drops Proposed Corporate Governance Framework (For Now)
Last week, COSO withdrew its public exposure draft for a corporate governance framework just a month after it was proposed. This was a set of FAQs about it that was posted when the proposal first was made. Immediately upon release, a number of complaints were voiced about the proposed framework. It’s notable that COSO has indicated that it may release an updated proposal somewhere down …
The Latest in ‘What Directors Think’
The survey results from this “What Directors Think” publication from Corporate Board Member, Diligent Institute and FTI Consulting are based on the thoughts of more than 200 US public company directors. Here are a dozen lessons learned from the results: 1. Growth is back on the agenda. After years of defensive strategies, 76% of directors are prioritizing growth initiatives in 2025, signaling a shift from …