We have published a new resource – the “Guide to the 10-K Clawback Checkboxes” – to help guide you through the statutory and regulatory requirements for the Form 10-K clawback checkboxes. The Form 10-K checkboxes disclosing clawbacks have caused considerable confusion since the rules were adopted – and our easy-to-follow flowchart format should help you…
How to (Appropriately) Use AI to Take Notes
Recently, I blogged about considerations to ponder when deciding which situations are appropriate to use AI to help you take notes. I offered the reasons why it’s never appropriate to use AI to take notes at board and board committee meetings (and I also noted that corporate secretaries should bake AI into their board meeting compliance warnings). But there are plenty of situations where AI …
The Ten Most Common XBRL Errors for Form 10-Ks
Given that the Staff from the SEC’s Division of Economic and Risk Analysis recently had to post this note about errors for XBRL tags on “public float” amounts, I thought I would list the ten most common XBRL errors made by filers of Form 10-Ks, based on observations from the SEC’s DERA staff, Corp Fin staff comment letters and other commentary: 1. Incorrect Tag Selection: …
Independent Board Chairs: Seven Practice Pointers
Recently, the NYSE and JPMorgan released this lengthy “Board Structure and Composition” white paper and Cooley was proud to contribute Chapter 20 “Independent Board Chair – Trends and Issues” chapter (pp. 157–163). Here are seven practice pointers from that: 1. Clarify the Role of the Chair: Define and document the independent chair’s duties in a committee charter, governance guidelines, or board policy to avoid confusion …
AI Note-Taking: Many Things to Ponder
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 …