Tariffs and Trade Series: What Boards of Directors Need to Know
Sunday Book Review: May 18, 2025, The Books on Engaged Training Edition
Compliance Tip of the Day: Using Supply Chain to Innovate in Compliance
Innovation in Compliance: Innovative Approaches to Compliance and Training with Catherine Choe
Daily Compliance News: May 15, 2025, The Downfall in Davos Edition
Great Women in Compliance: The Compliance Influencer with Bettina Palazzo
Podcast - Betty... embargaron Ecomoda
Compliance into the Weeds: Leaving on a (Qatari) Jet Plane
Compliance Tip of the Day: Multiplying the Influence of Compliance
Compliance tip of the Day: Communication Through Persuasion
FCPA Compliance Report: Upping Your Game in Compliance
Episode 368 — LRN Issues New Report Highlighting Growing Gap in Compliance Program Performance
Creativity and Compliance: From Compliance Enforcers to Trusted Advisors: The Path Forward
Daily Compliance News: May 9, 2025, The Bring Out Your Dead Pardon Edition
Compliance Tip of the Day: Middle Managers as the Eyes and Ears of Compliance
Everything Compliance: Episode 153, The CW 25 Edition
Innovation in Compliance: Exploring the Intersection of Compliance, Technology, and AI with Ben Sperry
Compliance Tip of the Day: Elevating Compliance Through Connected Middle Managers
Compliance Tip of the Day: Middle Managers as Ethical Cornerstones
On Friday, the SEC announced that it would host a roundtable on executive compensation disclosure requirements on June 26th with investor and public company representatives (and others) as part of the process “to ensure that...more
On May 16, 2025, the U.S. Securities and Exchange Commission announced that it will host a Roundtable on Executive Compensation Disclosure Requirements on June 26, 2025. SEC Chairman Paul S. Atkins issued a statement on the...more
The SEC announced today that it will host a roundtable on June 26, 2025, to discuss executive compensation disclosure requirements. The roundtable’s agenda and speakers will be disclosed at a later date....more
Key Points - Revised guidance from the SEC regarding ownership reporting is making institutional investors circumspect about raising issues with management. - Seeking to influence a company’s executive compensation, or...more
Well-run boards are constantly evaluating their own make-up, including the optimal mix of skills and experience among their directors. In an interview with The Informed Board, Judy Bruner discusses the ways in which a variety...more
In today’s rapidly evolving business landscape, many companies are seeking ways to operate not just for profit, but also for a purpose. Arizona has embraced this movement through its recognition of Benefit Corporations, a...more
Last week, we explored a recent data breach class action and the litigation risk of such lawsuits. Companies need to be aware of litigation risk not only arising from data breaches, but also from shareholder class actions...more
On February 11, 2025, the staff of the Division of Corporation Finance ("Staff") of the U.S. Securities and Exchange Commission ("SEC" or the "Commission") issued new and updated Compliance and Disclosure Interpretations on...more
Only a short time has elapsed since President Trump named Mark T. Uyeda as Acting Chair of the Securities and Exchange Commission (“SEC”) on January 21, 2025. Already, however, the regulatory climate has shifted significantly...more
Cryptocurrency isn’t just for tech startups and X (formerly Twitter) enthusiasts anymore. Mainstream corporations are increasingly forced to consider Bitcoin—the undisputed “king” of crypto—and other investments into digital...more
As companies prepare for engagement with their shareholders in connection with the 2025 annual meeting season, they should be prepared for a change in the approach followed by institutional investors. These changes are being...more
This Cooley Alert that I blogged about earlier today – penned by Brad Goldberg, Beth Sasfai, Luci Altman, and Michael Mencher – has been updated for this development...more
“Drag along” provisions are frequently included in shareholders’ agreements. Whenever an offer for all (or a high proportion) of a company's share capital is accepted by a majority (as determined by the shareholders’...more
The SEC’s Division of Corporation Finance recently published a new Compliance and Disclosure Interpretation (CD&I) 103.12 regarding shareholders’ engagement with issuers’ management in the context of eligibility to report on...more
The amended Company Law of China (the New Company Law) took effect on July 1, 2024, making substantial changes to existing rules in a wide range of areas including, among others, new timeline requirements for capital...more
Public companies find themselves rethinking disclosures relating to the diversity of their board and their director recruitment practices as they head into proxy season, given recent developments – including the US Court of...more
Strengthening Board Control - OpenAI is exploring governance changes that would grant its nonprofit board enhanced voting rights to prevent a hostile takeover by Elon Musk. This move follows Musk’s $97.4 billion bid, which...more
The SEC staff recently modified guidance indicating when “shareholder engagement” by an investor holding more than 5% of the stock of a public company constitutes “influencing control” that requires reporting on a long-form...more
HKSE-listed companies must update constitutional documents to allow for hybrid meetings and e-voting under new rules - Companies must implement necessary changes by their first annual general meeting following July 1, 2025...more
On February 12, 2025, the staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance (the “Staff”) issued new guidance that should provide additional leeway for public companies to exclude...more
Startups can now use Stripe Atlas(opens in a new tab) to help form their C corp based on form documents previously only available on Cooley GO....more
As noted in the Cooley Alert from Brad Goldberg, Beth Sasfai, Reid Hooper and Michael Mencher that I blogged about yesterday, Corp Fin issued guidance last week that some thought could alter the nature of shareholder...more
On February 11, 2025, Institutional Shareholder Services (ISS) announced a change to its voting policy with respect to board diversity. ISS will no longer consider the gender and racial and/or ethnic diversity of U.S. company...more
On February 12, 2025, the SEC’s Division of Corporation Finance issued Staff Legal Bulletin No. 14M (SLB 14M), which rescinds prior Staff Legal Bulletin No. 14L (SLB 14L) and provides updated guidance on shareholder proposals...more
The SEC Staff recently issued new guidance (C&DI 103.12) on how a shareholder’s engagement with a company’s management could disqualify the shareholder from using the SEC’s short-form Schedule 13G....more