We were delighted to interview Eun Ah Choi of Nasdaq for our latest episode of the Women Governance Trailblazers podcast!
We were delighted to interview Eun Ah Choi of Nasdaq for our latest episode of the Women Governance Trailblazers podcast!
More efforts from Texas to encourage companies to move their operations and/or incorporation to the Lone Star State.
We’re already seeing the SEC take a new deregulatory approach to crypto, as I shared in other blogs this week, plus (predicted) abandonment of climate disclosure. It’s clear that agency heads are under a lot of pressure to delete rules, and even more so after this week’s directive. #publiccompanies
Farewell IPO Window, We Hardly Knew Ye…
I shared thoughts in today’s blog on TheCorporateCounsel.net about the IPO window slamming shut - and being ready to seize the moment if and when the market recovers. #IPOs #capitalraising
Don’t miss our latest podcast!
Available on TheCorporateCounsel.net for streaming - www.thecorporatecounsel.net/nonmember/In...
Market Volatility Returns: Some Essential Resources | TheCorporateCounsel.net
Are Stablecoins “Securities”? Corp Fin Outlines Factors It Considers
The SEC dropped its defense of last year’s #climatedisclosure rules, but state intervenors have asked the court to pause litigation until the SEC determines what to do with the rules. The states argue this would preserve judicial resources and avoid an unnecessary decision on the issues raised.
Incentive Plan Trends at Tech Companies ➡️
Based on analysis from Compensation Advisory Partners
#executivecompensation
A reminder on ISS’s new FAQ about performance-based equity disclosures - and other predictions for the current proxy season.
#executivecompensation #publiccompanies #proxyseason
📣 The SEC’s Small Business Forum is next Thursday, April 10th! If you’re involved with capital raising for smaller companies - from seed rounds to mature private funding to entering the public markets - this is the place to share ideas & get info about applicable regs. Read the blog for details!
What Year’s First 100 Proxies Say About Executive Compensation ➡️ From a Pearl Meyer analysis of proxy statements filed by S&P 500 companies in early 2025.
In: personal security, performance-based stock.
Out: “DEI” metrics in incentive plans.
#executivecompensation #publiccompanies
Breaking: The US Federal Communications Commission is prepared to block mergers and acquisition proposals from companies that promote “invidious” DEI policies, according to chairman Brendan Carr
Very useful benchmarking info from Debevoise and my CCRcorp colleague Meredith Ervine about the timing and content of Form 8-K disclosure about material #cybersecurity incidents. #publiccompanies
I blogged today on CompensationStandards.com about a recent example of a “Customer Satisfaction” metric that is getting positive press. The announcement about the #executivecompensation program was accompanied by a commitment to public progress results on the overall strategic goal.
I was pleased to be quoted in this article from Ben Miller at Bloomberg Law about the recent rule update on delegated enforcement authority at the SEC. news.bloomberglaw.com/securities-l...
#securitieslaw
In this podcast, I learned why boards face more pressure in a deregulatory environment, how directors can use communication tools - including AI - to be more effective, & how #corpgov practitioners can best help boards adapt to quickly changing issues. Thanks to Niamh Corbett of Board Intelligence!
BlackRock and Vanguard have resumed engagements, but it still will be interesting to see where “responsiveness” policies go from here… Cooley has a tips on what to do if you can’t get a meeting.
#publiccompanies #shareholderengagement #proxyseason #securitieslaw
In its 2025 voting policy, State Street has stepped back from tying expectations to a specific voting outcome. For comp committee chairs in the S&P 500, that means they may still get a yes vote if a company doesn’t publish an EEO-1 report. But maybe not. Not clear yet how much of a change this is.
We now have 2025 voting policy updates from each of the “Big 3” asset managers. They’ve all made changes in response to the current landscape. How it plays out in practices and AGM voting outcomes is TBD. #proxyseason #publiccompanies #shareholderengagement
In a rare (and unexpected) move, proxy advisor ISS has issued an early-season voting policy update to say it’s halting consideration of board #diversity for US companies. The times, they are a-changin’. #proxyseason #publiccompanies #corpgov
It’s a great time of year to brush up on #shareholderproposal trends. Check out the latest “Understanding Activism” podcast with John and J.T.! #proxyseason #shareholderactivism #ESG
I’m thrilled to launch a new #podcast series with Dave Lynn: “Mentorship Matters with Dave & Liz.” We’ll be covering a variety #mentorship & “career growth” topics for #corpgov and #securities lawyers.
TheCorporateCounsel.net on LinkedIn: SEC Enforcement Announces First “AI Washing” Case Against a Public Company
This requirement catches some people by surprise, so it’s important to have controls that alert you early on to disclosable relationships (though you’ll probably still also have to give reminders…)
The SEC (finally) sued Elon Musk for delayed & allegedly misleading Twitter ownership disclosures. This may seem like an arcane rule but one of its purposes is to ensure deep pocketed acquirers pay regular investors fairly for their shares. It’s too bad that timing & parties make it seem political.