We’ve polled some of our in-house friends, and here’s what they’re saying about the practical issues they see – and the fears they have – so far with the SEC’s new EDGAR Next, which I blogged about recently:
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How Do You Know Who to Engage With?
Who makes the voting decision at a particular investor can vary. For the larger investors, they tend to have stewardship teams who vote and handle engagements – and that is straightforward. Sometimes stewardship teams are referred to as proxy committees. Beyond that, it can be tricky and take experience to learn how each investor operates and who are the players. You could have an active …
The SEC Updates Protocols for Your Edgar Accounts
Recently, the SEC adopted rule changes to improve the security of filer EDGAR access, including amending Form ID. As Cydney Posner lays out in her PubCo blog, the rule changes impact companies so that: The good news is that these new rules likely will cut down on the number of fake EDGAR filings, which were pretty rare, but a lot of fun to blog about, …
A Company’s PR Firm Gets Rosy on Social Media, SEC Enforcement Ensues
Recently, a company settled an SEC enforcement proceeding because a public relations firm managing the CEO’s social media accounts went rogue when it disseminated material nonpublic information. Here are a few random thoughts:
In-House Voices: Effective Shareholder Engagement Practices
We’ve polled some of our in-house friends – and here’s what they say works best when engaging with shareholders:
Compensation Issues in M&A: Practice Pointers
Coming up on Wednesday, October 9th is the next episode in our Comp Talks series, during which Cooley’s Rama Padmanabhan and Michael Bergmann – with Ali Murata moderating – will discuss the recent trends, special issues and considerations relating to executive compensation and employee benefits in the context of mergers, acquisitions and similar transformative corporate events. Register now. Here are four practice pointers from Ali …
Digging Into Corp Fin’s Annual Shareholder Proposal Stakeholder Meeting
Last week, Cooley’s Reid Hooper attended the annual meeting of shareholder proposal stakeholders that Corp Fin hosts. Here are a few facts to help you glean some information about these meetings from Reid, who has been an active participant in them for many years:
What Do the Vanguard Pass-Through Voting Pilot Results Mean?
A lot of people are talking about the results recently posted by Vanguard from the first year of its pass-through voting pilot program. Many understandably want to read the tea leaves as indicating that “investor choice” voting on a widespread scale could alter the dynamics of the proxy season. Did the results surprise me? Overall, I don’t think so. I’m not convinced that they look …
Does the ‘Quiet Disbanding’ of SEC Enforcement’s ESG Task Force Mean Anything?
As Cooley’s Cydney Posner covers in her great PubCo blog, Bloomberg Law reported that the SEC’s Enforcement Division “quietly disbanded” its “Climate and ESG Task Force.” The task force had 22 members and lasted about three years. Does this mean anything? Nope, not really. As Cydney notes, the SEC issued a statement that the “strategy has been effective, and the expertise developed by the task …
Cybersecurity Form 8-Ks: Corp Fin’s Interesting Comment Letter Process
We’ve known for some time that Corp Fin is reviewing Form 8-Ks filed after a company experiences a cybersecurity incident – including whether those 8-Ks should be filed under Item 1.05 or Item 8.01. These reviews have happened side-by-side with three tranches of guidance from the staff regarding cybersecurity incident 8-Ks, including: Now, the Corp Fin staff has uploaded an interesting publicly available comment letter …