Hard to believe but yesterday was my 23rd year blogging anniversary. Someone recently asked me how I came to be one of the first lawyers to blog. The few other lawyers with a blog at that time blogged solely about marketing for lawyers; not about the law itself. I was unique. Back in early ’02, I was reading one of the dying tech magazines – …
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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 FAQ 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 the Securities …
Crypto Shake-Up: Narrowing Risks, From Securities Scrutiny to Consumer Claims
Here’s the intro from this Cooley Alert penned by William Pao, Alexander Galicki, Michelle Doolin, Rodrigo Seira and Derek Colla: “Crypto is now in Washington’s good graces – or at least that’s how it may seem. The return of the Trump administration has injected new energy into the crypto asset space, with sweeping rhetoric about “unleashing innovation” and a flurry of early moves that suggest …
Texas Stock Exchange? Could Become a NYSE and Nasdaq Competitor
My mind was sort of blown when I read this recent press release saying that the Texas Stock Exchange (TXSE) had filed this Form 1 application to register as a national securities exchange. I was tripping because the TXSE was reported to be the first fully integrated exchange to file a registration in 25 years, which means that perhaps I was one of the last …
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:
How to Correct Form 10-Q Mistakes
How do you handle a mistake in a Form 10-Q? That depends on the type of mistake it is – and sometimes, the level of the mistake’s materiality. Sometimes companies may feel the need to amend their Form 10-Q – and the reasons for doing so are all over the map. It could be as simple as forgetting a signature or an exhibit. Even an …
President Trump Directs Federal Agencies on How to Repeal ‘Unconstitutional’ Rules
Recently, I blogged about how Republican members of the House Committee on Financial Services sent this letter to the SEC asking it to retract a total of 14 adopted – and proposed – rules. In a related vein, President Donald Trump released this Presidential Memorandum last week, further implementing an executive order that was issued back on February 19th: Executive Order 14219, “Ensuring Lawful Governance …
Clawback Checkboxes on the Form 10-K Cover: Corp Fin Issues Six CDIs
A few months ago, we put out our own set of a dozen FAQs about the clawback checkboxes on the Form 10-K cover page in this blog. Now, Corp Fin has issued six CDIs on the topic. The new CDIs, which are set forth below, confirm the more informal Corp Fin guidance reflected in our prior blog and provide helpful clarifications regarding specific fact patterns. …
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 …