Join us on Tuesday, June 24th (1:00 – 2:00 pm eastern) for the webcast – “Proxy Season Recap: 10 Hot Topics” – as Cooley’s Ali Murata, Reid Hooper, Michael Mencher and Broc Romanek – along with Steve Pantina, CEO of Proxy Analytics – discuss how this wild proxy season went down, including up-to-date practical guidance to get ready for next year – such as rapidly …
Latest Articles
The SEC’s Concept Release on the ‘Foreign Private Issuer’ Definition: Why It Matters
Last week, the SEC issued this 71-page concept release to rethink the definition of “foreign private issuer” and determine which companies should get the benefits of reporting under the FPI reporting framework. Here’s the press release and the fact sheet. Comments are due 90 days from the concept release being published in the Federal Register. These two changes noted in the fact sheet highlight why …
Nine Lessons Learned From a Decade of Reg A Offering Stats
Recently, the SEC released a trio of reports from the Division of Economic and Risk Analysis (DERA) that provide a host of stats about Regulation A and Regulation Crowdfunding offerings, as well as beneficial ownership of qualifying private funds. The one that caught my eye was “Analysis of the Regulation A Market: A Decade of Regulation,” as it surveys 1400 Reg A offerings from 800 …
14 Lessons Learned from the PCAOB’s Conversations with Audit Committee Chairs
Recently, the PCAOB released its annual recap of its conversations with audit committee chairs. This past year, the PCAOB staff interviewed 272 audit committee chairs to come up with its findings, 78% of whom chaired a committee at a company audited by the six largest auditors. Here are 14 lessons learned from the recap: 1. Prioritize Open Communication Audit committees should foster frequent, transparent dialogue …
Webcast: “Proxy Season Recap – 10 Hot Topics”
Join us on Tuesday, June 24th (1:00 – 2:00 pm eastern) for the webcast – “Proxy Season Recap: 10 Hot Topics” – as Cooley’s Ali Murata, Reid Hooper, Michael Mencher and Broc Romanek – along with Steve Pantina, CEO of Proxy Analytics – discuss how this wild proxy season went down, including up-to-date practical guidance to get ready for next year – such as rapidly …
Most CEOs Want to Remove At Least One Director
As noted in this Reuters article, a recent PwC and The Conference Board survey found that: So the question arises: Just because a CEO doesn’t want a particular director, can the CEO remove that director at any time without cause? The answer is “highly unlikely.” You’ll have to look at the laws of the state in which your company is incorporated – and consult your …
New Rules of Engagement: Five Pointers on Boards, Activists & Off-Season Tactics
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 …
Where Do Corp Fin Directors Hail From?
As we await word as to who the next Corp Fin Director is, I thought it might be useful to investigate where these folks typically hail from. Below is an analysis of this list of Corp Fin Directors that I created long ago on TheCorporateCounsel.net. As you can see the bulk of the twenty Directors had served on the Staff in some capacity at a …
Securities Class Action Settlement Trends: Smaller Sizes and Smaller Players
Here are the key takeaways from a recent Cornerstone Research report that’s summarized in this Cooley “Securities Litigation & Enforcement” note from Brett De Jarnette and Ziwei Xiao:
Antitrust Scrutiny of the ‘Big Three’ Asset Managers’ ESG Policies Heats Up
As noted in this WSJ article, the Department of Justice and Federal Trade Commission recently raised concerns in a “joint statement of interest” that large asset managers – including the “Big Three” of BlackRock, Vanguard and State Street – may have violated antitrust laws by using their influence to promote ESG policies that reduce coal production, potentially harming competition and consumers. In the joint statement …