I was talking to Cooley’s Beth Sasfai and Michael Mencher about the challenges many companies are facing with ambitious climate goals that no longer seem realistic. Here’s what Beth and Michael told me (also see them in this 3-minute video with Emma Bichet about the same topic): Maybe you set 2030 targets way back in 2019 or 2020 – or recently set targets to meet …
Latest Articles
More on “What You Need to Do Now to Prepare for the SEC’s EDGAR Next”
Here’s an excerpt from this Cooley Alert by Beth Sasfai, Brad Goldberg, and Luci Altman that contains practice tips in the wake of the SEC’s new EDGAR Next (which we have already blogged about a few times): “What should public companies do now to comply with Next?
D&O Questionnaires: How In-House Practitioners Must Use Their Judgment (Part 2)
Here is Part 2 of a two-part blog series about nine aspects of the D&O questionnaire process for which in-house lawyers must use their judgment (here is Part 1 covering the first three aspects and more): 4. Frame the question properly It’s important how you frame the question. This bears repeating: It’s important how you frame the question. For those areas where you expect there …
ISS Issues FAQ on Meaning of ‘Robust’ Clawback Policy
Here’s an excerpt from this Cooley Alert by Ali Murata, Barbara Mirza, Michael Bergmann, and Janice Chan about new FAQ 46 of ISS’ Executive Compensation FAQs: “In short, the new FAQ specifies that a clawback policy will not be viewed as “robust” for purposes of ISS’ Executive Compensation Analysis unless it extends beyond Dodd-Frank requirements and applies to all time-vesting awards as well as performance-vesting …
D&O Questionnaires: How In-House Practitioners Must Use Their Judgment
It’s that time of year. Time to dust off your D&O questionnaire and figure out what to do now for the upcoming proxy season. The D&O questionnaire is an important part of the proxy drafting process. When I joined Cooley, I was pleasantly surprised to find out that we have our own electronic D&O questionnaire product – Cooley D+O. I was talking with Luci Altman …
ISS Benchmark Survey Results Highlight P4P Misalignment Policy
Last week, ISS issued a press release about the results of its latest benchmark survey (here’s the 22-page summary of the results). Nothing earth-shattering this year. We should see this year’s policy updates from ISS next month. Probably the most interesting result from the survey relates to the ratio of performance-based to time-based equity awards in the event of a quantitative pay-for-performance (P4P) misalignment. ISS’ …
What You Need to Do Now to Prepare for the SEC’s EDGAR Next
Recently, I blogged about the SEC’s new EDGAR Next, then I shared a number of anecdotes from in-house practitioners who are starting to spot the challenges they will face to comply with the new rules. Here are six things you should be doing now:
In-House Voices: Practical Issues With SEC’s EDGAR Next
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:
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, …