AI note-taking is today’s topic du jour. The first thing to know about this topic is that you need to experience it for yourself to see why it’s so attractive. (I’ll run a blog soon summarizing how AI note-taking works in practice.) It’s truly amazing. No more “spacing out” while attending a long, drawn-out panel. No more daydreaming while “listening” to a significant other. You …
How to Actually Implement a Crisis Containment Plan
Personally, I’m sick of hearing about the Coldplay jumbotron scandal. But it does illustrate that it’s inevitable in a company’s life that there will be unexpected crises, and they are not fun if you’re someone who has to deal with them. When I say “unexpected,” I mean you don’t know when they are going to happen. But life is hard, and you can predict that …
Reincorporation Considerations for Late-Stage Private and Pre-IPO Companies
Here’s an excerpt from this lengthy piece on Cooley’s CapitalXchange that explores the impact of the recent Delaware, Texas and Nevada state changes relating to in which state a company might want to be incorporated in: “Senate Bill 21 also makes changes to Section 220 of the DGCL, relating to the inspection of books and records, including the following: Our securities litigation + enforcement colleagues …
Nine Lessons Learned From a Decade of Reg A Offering Stats
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 …