Back in June, Texas passed a law – known as “Senate Bill 2337” – that mandates certain disclosures when proxy advisors recommend casting a vote for “non-financial reasons” or provide conflicting advice to multiple clients. The “non-financial” reasons include a recommendation wholly or partly based on environmental, social or governance investing, diversity, equity or inclusion, social credit or sustainability scores or membership in or commitment …
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The SEC Offers Shiny Objects (and Data)
Last week, the SEC announced it has a new statistics and data visualization page that is pretty cool. The information is “interactive,” presented in graphics and also can be downloaded. For folks tracking deals, you’ll get this information quarterly: IPOs, follow-on offerings, corporate bond deals and Reg D offerings. You’ll get Reg A offerings on a semi-annual basis. On an annual basis, you’ll get this …
The Biggest Problem With Board Meeting Agendas? They Get Too Routine
The most common problem with board meeting agendas is they get too routine. You pull up the agenda from last year for that particular meeting and it gets a perfunctory look and it’s sent out. Most sets of governance guidelines include a recommendation that the lead director/ board chair gets a bite at the apple and reviews the board agenda. But that often is a …
Glass Lewis Policy Benchmark Survey: The Primary Topics
Recently, I blogged about how ISS is soliciting input on its annual policy benchmark survey. Glass Lewis has also released its annual policy benchmark survey, with responses due by September 15th. Here are the 19 primary areas for which Glass Lewis is seeking input:
How Should You Handle ‘Sunny Day/Peace Time’ Shareholder Engagement?
During the proxy season, everyone’s flat out soliciting votes, so investors are jammed up, and they’ll be available for engagement only if there’s something very specific to your annual meeting that’s important enough to them that they’ll pick up the phone. Note that I said “important enough to them.” It might be important to you – but it might not be to them. It’s always …
Antitrust Regulators Provide Guidance About When Shareholder Engagement Might Become An Issue
I’m not well-versed in antitrust law – nor do I want to be – but this recent FTC/DOJ Statement of Interest from the antitrust lawsuit filed by the State of Texas against BlackRock, State Street and Vanguard bears on shareholder engagement, particularly in the wake of Corp Fin’s recent updated Schedule 13G/D CDIs that I blogged about a few months ago. This is the first …
Updated EU CSRD Reporting Standards Proposed
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 …
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: …