As noted in this Cooley Alert, the long-awaited drafts of the updated European Sustainability Reporting Standards (ESRS) were published and are now open for public consultation. The ESRS are the mandatory reporting standards for European Union (EU) companies subject to the EU Corporate Sustainability Reporting Directive (CSRD). These updates will impact many US companies if they are in scope of the CSRD via their EU …
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Flowchart: Guide to the 10-K Clawback Checkboxes
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 …
Corp Fin Continues to Make Reg A Offerings Easier to Conduct
Last month, Corp Fin’s Office of Small Business Policy issued no-action relief to a company from the requirement to file an annual report on Form 1-K under Regulation A – despite the fact that the company didn’t qualify for reporting suspension under Rule 257(d) of Regulation A. Corp Fin based its reasoning upon public policy considerations underlying the Reg A reporting requirements, as the company …
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 …
ISS’ Global Benchmark Survey: The Primary Questions
Last week, ISS launched its latest annual ‘Global Benchmark Policy Survey’ – responses are due by August 22nd. Here are the primary questions (I didn’t include the multiple-choice answers): The vast majority of shareholder proposals at US companies are precatory (non-binding), so that even if a proposal receives majority support, it remains up to the board to determine exactly how (or even whether) to implement …
Congrats to McKesson’s Jim Brashear!
Bracebridge Young was one of the founders and a long-term CEO of the “American Society of Corporate Secretaries,” which is now called the “Society of Corporate Governance.” He was widely admired back in his heyday about 70 years ago. For some time, the Society has given an Award in Bracebridge’s name. The Award is considered the Society’s highest honor in an effort to recognize persons …