A useful regular publication from the PCAOB is its report about conversations with audit committee chairs – here’s the most recent report. The report has a load of anecdotes that are worthy of noting – I took the liberty of creating my top 10 list from it: 1. No surprises – ever: Audit chairs appreciate frequent, transparent communication. If something could be awkward later, bring …
Board Effectiveness Requires Shared Accountability With Management
The annual PwC “Board Effectiveness” report repeatedly concludes that stronger governance requires action from both boards and management. Boards must improve agility, oversight practices and use emerging tools like AI, while management must provide clearer information, earlier engagement and be a more transparent communicator. Here are seven things from the report to note: 1. Board Effectiveness Is Improving – But Not Universally: Executive confidence in …
Proxy Season: How Next Year is Shaping Up
Here’s an excerpt from this Cooley Alert penned by Beth Sasfai, Brad Goldberg, Michael Mencher, Vince Flynn, Victoria Peluso, Reid Hooper and Justin Kisner: “An even earlier look at 2027: Prospects for Rule 14a-8 repeal The SEC’s 2026 rulemaking agenda includes a potential proposal addressing Rule 14a-8, and many observers have speculated that the SEC may seek to rescind the rule entirely. Any such proposal would be …
Executive Order Targets Federal Contractors’ ‘Racially Discriminatory DEI Activities’
Here’s the intro from this Cooley Alert penned by MaryBeth Shreiner, Selin Akkan, David Fletcher, Beth Sasfai, Vince Sampson, Emily Mok, Shamis Beckley, and Anna Matsuo: “On March 26, 2026, President Donald Trump issued Executive Order No. 14398 (EO) targeting DEI activities by federal contractors and subcontractors. The EO, titled “Addressing DEI Discrimination by Federal Contractors,” highlights the administration’s belief that some entities, including federal …
The SEC Proposes Simplified Disclosure for Most Companies: Six Things
Yesterday, the SEC proposed major changes to reduce complexity in the public company filer framework – which currently includes overlapping categories like large accelerated filers, accelerated filers, smaller reporting companies and emerging growth companies – in an effort to encourage companies to remain public by streamlining the filer status categories and extending scaled disclosure opportunities to more companies. Here’s the 318-page proposing release – and …
White House Releases AI Regulatory Blueprint: What the National Policy Framework Means for Companies
Here’s the intro from this Cooley Alert penned by Sean Quinn, Michael Egan, Janet Kim, Bobby Ghajar, Jude Lauter, Tristan Lockwood, Adam Silow and Rebecca Kahn: “On March 20, 2026, the White House released its National Policy Framework for Artificial Intelligence (“the Framework”) outlining the administration’s recommended federal approach to AI regulation. The Framework is the most concrete statement yet of where the administration wants Congress …
Delaware Supreme Court Upholds SB 21!
Last week, in Rutledge v. Clearway Energy Group LLC, No. 248, 2025 (Del. Feb. 27, 2026), the Delaware Supreme Court upheld the validity of SB 21, including the provisions that provide for its retroactive application. Here’s a statement from the Delaware Governor. You might recall that SB 21 is legislation that Delaware enacted last March – designed to counter any notion that there is a DExit …
Audit Committee Disclosure: In a Nutshell
Here’s the basics – and some nuances – of what you need to know about audit committee disclosure under Item 407(d) of Regulation S-K: 1. Audit committee charter: Yes, you need one Disclose whether the audit committee has a charter. NYSE and Nasdaq require a charter – and if it’s not on your website, it must appear in the proxy as an appendix at least …
Corp Fin Posts First “Reasonable Basis” Rule 14a-8(j) Notice (For a Pending No-Action Request)
Earlier this week, Corp Fin issued this statement saying that it won’t respond to no-action requests – at least until September 30, 2026 – unless a company is seeking relief under Rule 14a-8(i)(1). Companies are still required to notify the SEC and proponents of their intention to include under Rule 14a-8(j) – and one of the open questions was whether the SEC would be posting …
It’s Here! Cooley’s “Post-IPO Governance Report”!
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 …