AI note-taking is today’s topic du jour. The first thing to know about this topic is that you need to experience it for yourself to see why it’s so attractive. (I’ll run a blog soon summarizing how AI note-taking works in practice.) It’s truly amazing. No more “spacing out” while attending a long, drawn-out panel. No more daydreaming while “listening” to a significant other. You …
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How to Actually Implement a Crisis Containment Plan
Personally, I’m sick of hearing about the Coldplay jumbotron scandal. But it does illustrate that it’s inevitable in a company’s life that there will be unexpected crises, and they are not fun if you’re someone who has to deal with them. When I say “unexpected,” I mean you don’t know when they are going to happen. But life is hard, and you can predict that …
ISS’ Global Benchmark Survey: The Primary Questions
Last week, ISS launched its latest annual ‘Global Benchmark Policy Survey’ – responses are due by August 22nd. Here are the primary questions (I didn’t include the multiple-choice answers): The vast majority of shareholder proposals at US companies are precatory (non-binding), so that even if a proposal receives majority support, it remains up to the board to determine exactly how (or even whether) to implement …
Congrats to McKesson’s Jim Brashear!
Bracebridge Young was one of the founders and a long-term CEO of the “American Society of Corporate Secretaries,” which is now called the “Society of Corporate Governance.” He was widely admired back in his heyday about 70 years ago. For some time, the Society has given an Award in Bracebridge’s name. The Award is considered the Society’s highest honor in an effort to recognize persons …
COSO Drops Proposed Corporate Governance Framework (For Now)
Last week, COSO withdrew its public exposure draft for a corporate governance framework just a month after it was proposed. This was a set of FAQs about it that was posted when the proposal first was made. Immediately upon release, a number of complaints were voiced about the proposed framework. It’s notable that COSO has indicated that it may release an updated proposal somewhere down …
The Life of Former SEC Chair (and Corp Fin Director) Manny Cohen
Recently, I blogged about the 20 Corp Fin Directors we’ve had at the SEC (we haven’t heard yet who will be the new Corp Fin Director) – and it got me thinking about Manny Cohen, whom many of us don’t know much about since he worked at the SEC so long ago. Here’s an excerpt about Manny from an “SEC Historical Society” interview with David …
The Latest in ‘What Directors Think’
The survey results from this “What Directors Think” publication from Corporate Board Member, Diligent Institute and FTI Consulting are based on the thoughts of more than 200 US public company directors. Here are a dozen lessons learned from the results: 1. Growth is back on the agenda. After years of defensive strategies, 76% of directors are prioritizing growth initiatives in 2025, signaling a shift from …
Podcast: “Navigating Compensation Challenges During Uncertain Times”
In this 21-minute podcast on CompensationStandards.com, Cooley’s Ali Murata and Michael Bergmann discuss:
Corp Fin Revises 18 “Schedule 13D/G” CDIs
A few days ago, Corp Fin revised a total of 18 CDIs related to Schedule 13Ds and 13Gs, mainly to align them with the changes to the rules related to those Schedules made back in October ’23. The CDIs are redlined by Corp Fin as is their new practice. As noted by Cooley’s Justin Kisner, the updates can be categorized to be in three buckets:
Reincorporation Considerations for Late-Stage Private and Pre-IPO Companies
Here’s an excerpt from this lengthy piece on Cooley’s CapitalXchange that explores the impact of the recent Delaware, Texas and Nevada state changes relating to in which state a company might want to be incorporated in: “Senate Bill 21 also makes changes to Section 220 of the DGCL, relating to the inspection of books and records, including the following: Our securities litigation + enforcement colleagues …