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31 Jan 2020, 6:03 am
Katz and Laura McIntosh, Wachtell, Lipton, Rosen & Katz, on Monday, January 27, 2020 Tags: BlackRock, Climate change, Disclosure, Engagement, Environmental disclosure, ESG, Fiduciary duties, Institutional Investors, Institutional voting, Shareholder proposals, Sustainability Delaware Supreme Court and Exclusive Federal Forum Provisions for ’33 Act Claims Posted by Cydney Posner, Cooley LLP, on Tuesday, January… [read post]
27 Dec 2019, 6:59 am
Securities and Exchange Commission, on Saturday, December 21, 2019 Tags: Accountability, Anti-corruption, Disclosure, Dodd-Frank Act, International governance, Regulation S-K, Section 1504, Transparency Representation & Warranty Insurance—Current Market Trends Posted by Kevin Mills, Alfred Browne, and Michael Coburn, Cooley LLP, on Sunday, December 22, 2019 Tags: Acquisition agreements, Due… [read post]
13 Dec 2019, 6:00 am
Larcker and Brian Tayan (Stanford University), on Thursday, December 12, 2019 Tags: Compensation disclosure, Equity-based compensation, Executive Compensation, Incentives, Management, Pay for performance, Surveys Expected Effects of SEC Proposals on Public Companies & Proxy Advisors’ Dialogue Posted by Steve Seelig, Brian Myers and Gary Chase, Willis Towers Watson, on Thursday, December 12, 2019 Tags: Boards of… [read post]
22 Nov 2019, 5:51 am
Rhee, Udi Grofman and Jeh Charles Johnson, Paul, Weiss, Rifkind, Wharton & Garrison LLP, on Friday, November 15, 2019 Tags: Asset management, Compliance and disclosure interpretation, Cybersecurity, Disclosure, Financial institutions, Financial regulation, Risk, Risk management, SEC, SEC enforcement, Securities enforcement Overboarding by Public Company Directors: 2019 Update Posted by Steven Haas and Lawton Way, Hunton Andrews… [read post]
4 Oct 2019, 6:00 am
Posted by Cydney Posner, Cooley LLP, on Thursday, October 3, 2019 Tags: Council of Institutional Investors, Equity-based compensation, Executive Compensation, Incentives, Institutional Investors, Management, Pay for performance, Peer groups, Stock options [read post]
20 Sep 2019, 6:17 am
Warner and Dianna Lee, Weil, Gotshal & Manges LLP, on Sunday, September 15, 2019 Tags: IPOs, Mergers & acquisitions, Private equity, Public firms, Special purpose vehicles No-Action Requests to Exclude Shareholder Proposals—A Change of Approach Posted by Cydney Posner, Cooley LLP, on Sunday, September 15, 2019 Tags: Boards of Directors, Institutional Investors, No-action letters, Proxy season, Proxy… [read post]
6 Sep 2019, 5:39 am
, Investment advisers, Proxy advisors, Proxy voting, Reliance, SEC, Securities regulation, Shareholder voting Cyber Risk Board Oversight Posted by Steve W. [read post]
29 Jul 2019, 3:10 am
See this blog by Stinson’s Steve Quinlivan… Brexit Disclosure: New Developments to Consider Here’s the intro from this blog by Cooley’s Cydney Posner: With Boris Johnson as the UK’s new PM—and given his enthusiasm for Brexit and threat to leave the EU by October 31 even with a “hard” Brexit—it might make sense for companies to revisit the observations of SEC officials regarding the critical need for thoughtful and specific… [read post]
26 Jul 2019, 6:17 am
Posted by Cydney Posner, Cooley LLP, on Wednesday, July 24, 2019 Tags: Accounting, Commonsense Principles, Drag-along rights, Financial reporting, Institutional Investors, Long-Term value, R&D, Repurchases, Securities regulation, Short-termism The Importance of Climate Risks for Institutional Investors Posted by Philipp Krueger (University of Geneva), Zacharias Sautner (Frankfurt School of Finance & Management), and Laura T.… [read post]
5 Jul 2019, 6:05 am
Griffith (Fordham University), on Monday, July 1, 2019 Tags: Adverse selection, Agency costs, Insurance, Mergers & acquisitions, Moral hazard, Private equity, R&W insurance, Risk management How Boards Govern Disruptive Technology—Key Findings from a Director Survey Posted by Steve Klemash and Jennifer Lee, EY Center for Board Matters, and Kris Pederson, EY, on Monday, July 1, 2019 … [read post]
3 May 2019, 6:38 am
Posted by Akshaya Kamalnath (Deakin Law School), on Wednesday, May 1, 2019 Tags: Agency costs, Agency model, Artificial intelligence, Board composition, Board oversight, Boards of Directors, Financial technology, Oversight The Compensation Committee Agenda for 2019 Posted by Steve Van Putten, David Bixby, and Jan Koors, Pearl Meyer & Partners, LLC., on Wednesday, May 1, 2019 Tags: Accounting, Boards of… [read post]
5 Apr 2019, 5:58 am
Katz and Laura McIntosh, Wachtell, Lipton, Rosen & Katz, on Friday, March 29, 2019 Tags: Board composition, Board dynamics, Board performance, Board turnover, Boards of Directors, Diversity, Outside directors Independent Directors: New Class of 2018 Posted by Steve W. [read post]
22 Mar 2019, 6:27 am
Posted by Cydney Posner, Cooley LLP, on Sunday, March 17, 2019 Tags: Accountable Capitalism Act, Citizens United v. [read post]
1 Mar 2019, 6:04 am
Mathew, Kirkland & Ellis LLP, on Tuesday, February 26, 2019 Tags: Engagement, Environmental disclosure, ESG, Fund managers, Index funds, Institutional Investors, Institutional voting, Long-Term value, Shareholder activism, Shareholder value, Short-termism, Sustainability Successor CEOs Posted by Yaron Nili (University of Wisconsin), on Tuesday, February 26, 2019 Tags: Board independence, Board… [read post]
20 Feb 2019, 3:11 am
As noted in this Steve Quinlivan blog, the Nasdaq recently filed an immediately effective rule proposal with the SEC that also permits a direct listing without an IPO. [read post]
27 Dec 2018, 3:43 am
See this Cooley blog… PCAOB’s Post-Implementation Review: Engagement Quality Review Last week, the PCAOB Staff posted a post-implementation review of AS 1220 about engagement quality. [read post]
11 Dec 2018, 3:00 am
This blog from Cooley’s Cydney Posner reports that several members of the OCA Staff also discussed internal controls issues at yesterday’s AICPA Conference – with tips on how to assess controls and how to adequately disclose a material weakness. [read post]
23 Nov 2018, 6:07 am
Albuquerque (Boston University), on Tuesday, November 20, 2018 Tags: Behavioral finance, Executive Compensation, Executive performance, Incentives, Management, Moral hazard, Pay for performance, Risk-taking Today’s Independent Board Leadership Landscape Posted by Steve W. [read post]
12 Oct 2018, 6:28 am
The Financial Crisis 10 Years Later: Lessons Learned Posted by Brad Karp, Paul, Weiss, Rifkind, Wharton & Garrison LLP, on Friday, October 5, 2018 Tags: Banks, Boards of Directors, Executive Compensation, Financial crisis, Financial institutions, Financial regulation, Risk management, Securities regulation, Systemic risk The Effects of Internal Board Networks: Evidence from Closed-End Funds Posted by Matthew Souther (University of Missouri),… [read post]
5 Oct 2018, 3:55 am
We continue to post memos in our “Fast Act” Practice Area… Shareholder Approval: SEC Approves Nasdaq’s “Private Issuances” Rule Change As noted in this Cooley blog, the SEC has approved Nasdaq’s rule change for shareholder approval of certain private issuances. [read post]
