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 set of FAQs 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 …
15 Types of Tasks Where AI Can Be Most Useful
As inspired by a recent newsletter from Ethan Mollick of One Useful Thing, here are 15 types of tasks where artificial intelligence can be useful, given its current capabilities:
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 …
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 …