It’s that time of year. Time to dust off your D&O questionnaire and figure out what to do now for the upcoming proxy season. The D&O questionnaire is an important part of the proxy drafting process. When I joined Cooley, I was pleasantly surprised to find out that we have our own electronic D&O questionnaire product – Cooley D+O. I was talking with Luci Altman …
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ISS Benchmark Survey Results Highlight P4P Misalignment Policy
Last week, ISS issued a press release about the results of its latest benchmark survey (here’s the 22-page summary of the results). Nothing earth-shattering this year. We should see this year’s policy updates from ISS next month. Probably the most interesting result from the survey relates to the ratio of performance-based to time-based equity awards in the event of a quantitative pay-for-performance (P4P) misalignment. ISS’ …
What You Need to Do Now to Prepare for the SEC’s EDGAR Next
Recently, I blogged about the SEC’s new EDGAR Next, then I shared a number of anecdotes from in-house practitioners who are starting to spot the challenges they will face to comply with the new rules. Here are six things you should be doing now:
In-House Voices: Practical Issues With SEC’s EDGAR Next
We’ve polled some of our in-house friends, and here’s what they’re saying about the practical issues they see – and the fears they have – so far with the SEC’s new EDGAR Next, which I blogged about recently:
How Do You Know Who to Engage With?
Who makes the voting decision at a particular investor can vary. For the larger investors, they tend to have stewardship teams who vote and handle engagements – and that is straightforward. Sometimes stewardship teams are referred to as proxy committees. Beyond that, it can be tricky and take experience to learn how each investor operates and who are the players. You could have an active …
The SEC Updates Protocols for Your Edgar Accounts
Recently, the SEC adopted rule changes to improve the security of filer EDGAR access, including amending Form ID. As Cydney Posner lays out in her PubCo blog, the rule changes impact companies so that: The good news is that these new rules likely will cut down on the number of fake EDGAR filings, which were pretty rare, but a lot of fun to blog about, …
A Company’s PR Firm Gets Rosy on Social Media, SEC Enforcement Ensues
Recently, a company settled an SEC enforcement proceeding because a public relations firm managing the CEO’s social media accounts went rogue when it disseminated material nonpublic information. Here are a few random thoughts:
In-House Voices: Effective Shareholder Engagement Practices
We’ve polled some of our in-house friends – and here’s what they say works best when engaging with shareholders:
Compensation Issues in M&A: Practice Pointers
Coming up on Wednesday, October 9th is the next episode in our Comp Talks series, during which Cooley’s Rama Padmanabhan and Michael Bergmann – with Ali Murata moderating – will discuss the recent trends, special issues and considerations relating to executive compensation and employee benefits in the context of mergers, acquisitions and similar transformative corporate events. Register now. Here are four practice pointers from Ali …
Digging Into Corp Fin’s Annual Shareholder Proposal Stakeholder Meeting
Last week, Cooley’s Reid Hooper attended the annual meeting of shareholder proposal stakeholders that Corp Fin hosts. Here are a few facts to help you glean some information about these meetings from Reid, who has been an active participant in them for many years: