Recently, the SEC released a trio of reports from the Division of Economic and Risk Analysis (DERA) that provide a host of stats about Regulation A and Regulation Crowdfunding offerings, as well as beneficial ownership of qualifying private funds. The one that caught my eye was “Analysis of the Regulation A Market: A Decade of Regulation,” as it surveys 1400 Reg A offerings from 800 …
14 Lessons Learned from the PCAOB’s Conversations with Audit Committee Chairs
Recently, the PCAOB released its annual recap of its conversations with audit committee chairs. This past year, the PCAOB staff interviewed 272 audit committee chairs to come up with its findings, 78% of whom chaired a committee at a company audited by the six largest auditors. Here are 14 lessons learned from the recap: 1. Prioritize Open Communication Audit committees should foster frequent, transparent dialogue …
Most CEOs Want to Remove At Least One Director
As noted in this Reuters article, a recent PwC and The Conference Board survey found that: So the question arises: Just because a CEO doesn’t want a particular director, can the CEO remove that director at any time without cause? The answer is “highly unlikely.” You’ll have to look at the laws of the state in which your company is incorporated – and consult your …
New Rules of Engagement: Five Pointers on Boards, Activists & Off-Season Tactics
I was talking to Cooley’s Beth Sasfai about this webcast for which she’s a speaker this Thursday – “New Rules of Engagement: Boards, Activists & Off-Season Tactics” – and she told me these are the type of pointers she will be digging into during the program: 1. Audit Vulnerabilities Before They Do – Conduct a periodic “activist defense audit” to assess underperformance triggers, structural weaknesses …
Don’t Forget to Coordinate Your ‘EDGAR Next’ Enrollment for Mutual Insiders!
We’ve blogged multiple times about how you should prepare to transition to the SEC’s new “EDGAR Next” platform (here’s our latest post). We are now in that transition period where some companies are voluntarily enrolling in EDGAR Next before it becomes mandatory in September. And, as we blogged about a few months back, some companies have been forced to use EDGAR Next already, since they …
Compensation Arrangement Considerations in Light of 2025 Tariffs
Here’s an excerpt from this Cooley Alert penned by Ali Murata and Michael Bergmann: “Here are some key considerations for compensation programs in light of the current actual and potential new tariffs: 1. Ensure that there is company discretion to determine whether corporate or individual performance targets are met. Companies that are in the process of establishing incentive compensation performance metrics should be sure to …
How to Explain Section 16 to a Newbie
Given the hubbub over the SEC’s new EDGAR Next, I thought it would be useful to provide a FAQ explaining the rationale for Section 16 to a new director or officer who is unfamiliar with the concept. 1. What’s the primary purpose? The purpose goes all the way back to 1934 in the wake of the Great Depression. Congress included this provision in the Securities …
15 Types of Tasks Where AI Can Be Most Useful
As inspired by a recent newsletter from Ethan Mollick of One Useful Thing, here are 15 types of tasks where artificial intelligence can be useful, given its current capabilities:
The ‘Tariff and Trade War’ Playbook: 25 Things for In-House Counsel to Consider
With tariffs so top of mind right now, I checked in with Cooley’s Beth Sasfai and asked her to think back to her in-house counsel days and what she would be doing to help her company navigate the current environment. Here are 25 things on “Beth’s Crisis Response Checklist for In-House Counsel.” Board and management crisis governance Risk management and compliance 3. Assign responsibility for …
Preparing for the Virtual-Only Annual Meeting: Issues to Consider
For those planning for a virtual-only annual shareholders meeting, here are a non-exhaustive list of issues to consider (these also apply to hybrid meetings, which also have other issues to ponder given the in-person component of them):