As noted in this Cooley alert from Ali Murata, Megan Schilling, Michael Bergmann, and Janice Chan, ISS recently opened its peer submission window, with it closing next Friday, November 22nd. As noted in the alert:
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A New Presidential Administration? Top Five Impacts in Our Space
With the US election now over, there are a host of outlets out there speculating about what the result means for the world. For our corporate governance and securities space, here are my five quick takes about what the new administration might mean:
Your Top 12 Decision Points for EDGAR Next
As I recently noted in this blog, there are actions you should be taking now to prepare for the SEC’s new EDGAR Next. One thing you should be doing is becoming educated about what this is all about. Know that there is still a fair amount of uncertainty about what will eventually develop into standard practices in response to the SEC’s rulemaking, and that there …
Learning the AI Basics: How to Distinguish AI Tools
This monthly feature is where I bullet the latest developments in using generative artificial intelligence to help you in your career (and life). This first one comes courtesy of Ethan Mollick, author of the “One Useful Thing” Substack, with commentary from me about how it might apply to our field – the goal of the note below is for you to learn the basics of …
Landed on the Moon: Now What? The Aftermath of Moonshot Awards
Coming up on Wednesday, November 13th is the next episode in our “Comp Talks” series, during which Cooley’s Scott McCall and Pete Adams – with Ali Murata moderating – will discuss recent developments in mega grant equity compensation awards given to controlling shareholder executives – and the corporate governance matters that have arisen and continue to arise as a result. Register now. Here are four …
What Does a Shareholder Engagement Program Look Like?
Continuing on with our “shareholder engagement” series of blogs, you need an organized set of engagement procedures with priorities and the ability to call on internal cross-department coordination – and director participation – when needed, depending on what is on the engagement agenda. Some companies have a written shareholder engagement policy to memorialize their processes and procedures and help set the company’s ground rules. You …
Challenges in Meeting 2030 Climate Goals? What To Do Now
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 …
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 …