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):
Brush Up on the Floor Proposal Process Before Your Annual Meeting
When I was in-house, one of the nerve-wracking aspects of the annual shareholders meeting was bracing yourself for the unexpected. Preparing as much as you can for something unexpected is a good idea – and one way to do that is to refresh your memory about what to do in case someone attending the meeting offers a proposal from the floor. We saw a number …
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 …
CEOs Increasingly Care About Disclosure as They Become More Accountable for Sustainability Strategies
For larger companies, Teneo notes that CEOs are named in sustainability reports to be ultimately responsible for their corporate climate strategies a third of the time – almost double the amount disclosed in 2023 (18%). CEOs signed a supermajority of sustainability report cover letters this year, while other executives (such as chief sustainability officers) signed cover letters about a quarter of the time. Cooley’s Beth …
The “Voting Standards Disclosure” in the Proxy
In this 8-minute video, Cooley’s Asa Henin and Alaina DeBona dive into the nitty gritty of the “voting standards” section of the proxy by providing these practice pointers – these “5 Quick Things”:
Sustainability Reports Are Getting Longer – Is That a Good Thing?
As I get older, my motto has been “less is more.” That certainly works for a mindful lifestyle. And it also works for pickleball, as one learns to hit the ball softly and place it cleanly rather than banging away at it to earn points. Although there is a broad range of length for sustainability reports, Teneo reports that, among larger companies, the length of …
How Corp Fin Might Review Shareholder Proposal No-Action Letters Under a New Administration
In this 19-minute video, Cooley’s Reid Hooper tackles what you need to know about the sea change that may be upon us under a new administration as he covers these “5 Quick Things”: