Daily Practice

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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 …

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 …

Annual Meetings: Giving the ‘High Sign’ to the Meeting Chair

I had to look up the definition of “high sign” because I’ve said it for the entirety of my life, but it doesn’t feel right in this day and age. But sure enough, it means what I thought: “a surreptitious gesture, often prearranged, giving warning or indicating that all is well.” I’ve been blogging about planning for the unexpected but you can’t prep for every …

Annual Meetings: Scenario Planning for Surprises

When conducting the dry run for your annual meeting, be sure to cover – to the extent you can – the unexpected by conducting scenario planning. Things might go according to plan, but they might not. Better to be safe than sorry because it’s inevitable that there will eventually be a swerve. For some companies, something unexpected happens nearly every year. Here are four considerations …

External ESG Assurance: Wide Divergence Between Large and Small Companies

Teneo reports that the percentage of large companies obtaining external assurance of at least one ESG data point held steady at 62% for this year, as well as last year. KPMG’s survey went a step further, finding that 79% of FTSE 100 companies obtained some sort of external ESG assurance. Cooley’s Michael Mencher notes that for many of these larger companies, this is likely related …