Daily Practice

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Board Committees: Figuring Out Which Committee Should Handle the New Hot Thing

It’s a generalization but the audit committee often wants to take on more than it should. And other board committees typically don’t take on as much. I don’t blame them. So what should you do when a topic becomes so mainstream and important that it needs a permanent home on a board committee? This is the process that’s used at some boards: It might well …

10 AI-Friendly Drafting Pointers for Earnings Release Drafters

A while back, I blogged about how analysts and investors are increasingly using AI tools to read and analyze earnings reports (10-Ks, 10-Qs, earnings releases and transcripts) to gain faster insights and identify investment opportunities. Here are 10 tips to consider when drafting an earnings release with the AI reader in mind: 1. Use clear and consistent terminology: Avoid jargon and ambiguous phrases, and use …

Audit Committees: How to Help Solve an Unbearable Workload

One of the biggest problems that audit committees face is that their jurisdiction has steadily grown over the years such that they are now covering too many different areas and have an unsightly workload. What to do? The logical answer is to move oversight over some of the areas for which the audit committee doesn’t have to be involved to another board committee. Here are …

Can Companies Deliver Two Different Versions of a Proxy to Shareholders?

With e-delivery in the news – specifically the SEC’s proposed Regulation E-Delivery – I’ve been reminiscing about the days in the mid-’90s when I worked in Corp Fin’s Office of Chief Counsel and I used to provide guidance to folks about how to read the SEC’s 1995 and 1996 interpretive releases when it came to applying the federal securities laws to activities on the Internet. …

Summer Doldrums – or Time to Think About Executive Comp Programs?

Here’s an excerpt from this Cooley Alert penned by Ali Murata and Michael Bergmann: “And so, what does that type of summer reading list look like? The most logical first step probably is to look at your compensation committee meeting checklist and identify those items that would benefit from a head start, even (and perhaps especially) those items that are not fully ripe for some …

Top 10 Things Audit Committee Chairs Want

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 …