On Friday, the SEC announced that it would host a roundtable on executive compensation disclosure requirements on June 26th with investor and public company representatives (and others) as part of the process “to ensure that they continue to be cost-effective and result in disclosure of material information without an overload of immaterial information” as noted in this statement from SEC Chair Paul Atkins. The public …
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The DOJ’s Policy Shift to Incentivize Self-Reporting
Earlier this week, the Department of Justice’s Criminal Division released four documents on corporate misconduct, whistleblowers, compliance monitors, and enforcement priorities that outline significant changes to the DOJ’s policies under the Trump Administration. These four documents are: As noted in this speech by the new head of the Criminal Division – Matthew Galeotti – the principal thrust is that the DOJ aims to incentivize self-reporting …
New Executive Order Seeks to Curb Overuse of Criminal Actions Brought By Federal Agencies
Last week, President Trump issued an executive order – entitled “Fighting Overcriminalization in Federal Regulations” – with the goal of curbing the use of criminal penalties otherwise imposed by federal regulations. The executive order argues that citizens can’t possibly know all of the federal regs out there, and that larger companies have an advantage because they can hire lawyers more easily than the average American. …
Five Wild Things About the New Texas Shareholder Proposal Law
As we’ve blogged about recently, Texas has taken a number of steps to bolster its reputation as a business-friendly state. The latest is a new law aimed at making it harder for shareholder proponents to get a proposal (other than a director nomination) on the ballot at a meeting of shareholders. This bill, which is fairly bare bones, has been approved by the Texas Legislature …
Unintended Consequences of the SEC’s Buyouts: Few “Going-Away” Parties
As noted in this USA Today article, Senators Elizabeth Warren and Mark Warner sent a letter a few weeks ago to the GAO requesting an investigation into the impact of the SEC’s recent buyouts and the upcoming layoffs resulting from DOGE activities. Anecdotally, it sounds like about 700 staffers accepted buyouts – and that certain Divisions were impacted more than others (like the Division of …
The Coming SEC-PCAOB Merger? Arguments Against Abolishing the PCAOB
The House Financial Services Committee voted to include a provision in the 2025 budget reconciliation bill that would abolish the PCAOB. The proposal would reassign PCAOB functions to the SEC. Unfortunately, if this PCAOB provision stays in the budget reconciliation bill, it’s likely to be the end of the PCAOB. The fate of the PCAOB would be a minor detail in the context of the reconciliation …
Spring Cleaning for Corp Fin’s Rule 10b5-1 CDIs
Last week, Corp Fin did some spring cleaning in the Rule 10b5-1 area by adding two new CDIs, revising 20 CDIs, and withdrawing three CDIs so they better jibe with the amendments to Rule 10b5-1 in 2022. Most of the changes are truly spring cleaning in nature – touch ups that don’t deal with much in the way of substance. But there are a handful …
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 …
Celebrating 23 Years of Blogging!
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 – …
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 …