In May, Nasdaq proposed to revise some of its corporate governance rules—specifically Rules 5605, 5615 and 5810—to modify the phase-in schedules for the independent director and committee ...
https://cooleypubco.com/2024/08/28/nasdaq-corporate-governance-changes-approved/
As you know, in 2022, the SEC adopted a new clawback rule, Exchange Act Rule 10D-1, which directed the national securities exchanges to establish listing standards requiring listed issuers to ado...
https://cooleypubco.com/2024/08/27/clawback-checkboxes-right/
It’s that time again—ISS and Glass Lewis have launched their annual policy surveys, where they seek your feedback on some of their policies. That makes it just right time to get the scoop fro...
https://cooleypubco.com/2024/08/15/alert-iss-glass-lewis-survey/
In 2022, after seven years of marinating on the SEC’s long-term agenda, the SEC adopted rules to implement Section 954 of Dodd-Frank, the clawback provision. The rules directed the national sec...
https://cooleypubco.com/2024/08/05/clawback-policies-exceeding-sec-requirements/
Nasdaq has proposed to modify some of its corporate governance rules—specifically Rules 5605, 5615 and 5810—to modify the phase-in schedules for the independent director and committee require...
https://cooleypubco.com/2024/05/28/nasdaq-proposes-changes-phase-ins-cure/
According to Bloomberg, there’s now a bipartisan push to re-propose the SEC’s stock buyback rule. As you may remember, the SEC’s Share Repurchase Disclosure Modernization rule, adopted in 2...
In April, the Treasury Department and the IRS published proposed regs on the 1% excise tax on stock buybacks imposed under the Inflation Reduction Act. As discussed in this comprehensive Cooley A...
https://cooleypubco.com/2024/05/02/cooley-alert-stock-buyback-excise-tax/
In Seven Questions About Proxy Advisors, from the Rock Center for Corporate Governance at Stanford, the authors, David Larcker and Brian Tayan, examine the proxy advisory firm industry—all two ...
https://cooleypubco.com/2024/05/01/proxy-advisory-industry-net-benefit-cost/
At the Corp Fin Workshop last week, a segment of PLI’s SEC Speaks 2024, the panel focused on disclosure review, a task that occupies 70% of Corp Fin attorneys and accountants. The panel discu...
Many thanks to thecorporatecounsel.net blog for posting this memorandum to the ABA’s Joint Committee on Employee Benefits from three members of that committee regarding their informal discussi...
https://cooleypubco.com/2024/02/26/advice-sell-to-cover-transactions-10b5-1/
Starting off the new year, consultant Semler Brossy’s latest report analyzes proxy results for 2023 among the S&P 500 and the Russell 3000, including votes on say on pay, environmental and soci...
In this new paper, Feet to the Fire: How Should Companies Tie Executive Compensation to Climate Targets?, from the Rock Center for Corporate Governance at Stanford, the authors looked at how some...
https://cooleypubco.com/2024/01/08/link-compensation-climate-goals/
In August 2020, as part of an overhaul of Reg S-K, the SEC adopted a new requirement to discuss human capital, taking a principles-based approach. (See this PubCo post.) For the most part, th...
https://cooleypubco.com/2023/12/19/senators-urge-sec-human-capital-disclosure-regulations/
In this Viewpoint, Issues Facing Compensation Committees in 2024, comp consultant Pay Governance takes a look at how the current economic and geopolitical uncertainty, together with an “onslaug...
https://cooleypubco.com/2023/11/30/special-issues-comp-committees/
Yesterday, Corp Fin released yet another group of new and revised CDIs, these relating to pay-versus-performance disclosure. (See this PubCo post.) Several of the new CDIs address issues regard...
https://cooleypubco.com/2023/11/22/more-cdis-pay-versus-performance/
This year’s PLI Securities Regulation Institute was a source for a lot of useful information and interesting perspectives. Panelists discussed a variety of topics, including climate disclosure ...
https://cooleypubco.com/2023/11/13/highlights-2023-pli-securities-regulation-institute/
In May this year, the SEC adopted final rules intended to modernize and improve disclosure regarding company stock repurchases. The rule requires quarterly reporting of detailed quantitative info...
https://cooleypubco.com/2023/11/02/fifth-circuit-grants-petition-review-buyback-rule/
Corp Fin has posted some new CDIs on pay versus performance. In August last year, the SEC finally adopted a new rule requiring disclosure of information reflecting the relationship between execut...
Alliance Advisors, a proxy solicitation and corporate advisory firm, has posted its 2023 Proxy Season Review, an analysis of trends from the 2023 proxy season. Its principal message: ESG proposal...
https://cooleypubco.com/2023/09/18/alliance-advisors-2023-proxy-season/
On Friday afternoon, Corp Fin issued several new CDIs regarding Rule 10b5-1 plans. As you may recall, in December last year, the SEC adopted new amendments to the rules regarding Rule 10b5-1 plan...
https://cooleypubco.com/2023/08/28/corp-fin-new-cdis-rule-10b5-1/