Yesterday, Liz Dunshee blogged over on CompensationStandards.com about the comments that the SEC has received so far in response to its June roundtable on executive pay disclosures. As noted in this statement from SEC Chair Paul Atkins, the SEC wanted…
I received a lot of questions in response to my blog about proxy disclosure for those reincorporating. To address some of those, here is this 18-minute video, Keith Bishop – who wrote the first Nevada law treatise – talks about:…
The SEC’s 2023 insider trading rules require not only disclosure about Rule 10b5-1 trading arrangements and grants of option awards within four days of reporting material nonpublic information, but also annual disclosure about policies and practices related to the timing…
Companies generally want to show that they are actively engaging with their shareholders year-round in their proxy. While quarterly earnings calls, investor conferences, and conversations with investor relations and management are ongoing, the primary focus of proxy statement disclosure has…
Did you know that nearly 63% of public companies – at least those in the ISS coverage universe – are incorporated in Delaware? 5% are incorporated in Nevada. 1% in Texas. Maryland is actually in 2nd place with 7%. These…
In this 21-minute video, White & Case’s Scott Levi discusses the CD&A executive summary of the proxy:
When should you have a CD&A executive summary?
What are the basic components?
Who should be involved in preparing/reviewing the executive summary?
What…
As we gear up for the 2025 Transparency Awards – coming up in just over a month – we weren’t surprised to see in this report from “The Conference Board” that in the first half of 2025, just 432 Russell …
As part of our blog series based on this great panel – featuring WilmerHale’s Lily Brown and Edward Jones’ Keir Gumbs – here’s a blog that addresses the question of: “Any other disclosure tips to offer?”
Lily Brown, WilmerHale: I…
I heard a lot of feedback on my recent blog about this new study – “The AI-Induced Disclosure Pressure Model and Empirical Evidence from MD&A Reporting” – in which I provided some practice pointers about how to consider writing for…
In this 20-minute video, Donna Anderson, Vice President and Head of Corporate Governance at T. Rowe Price, discusses:
What do companies do during an engagement that helps an investor the most?
What types of behavior frustrates you the most during…
At the Society of Corporate Governance Conference last week, I was excited to see my Labrador colleagues: Deb Koenen, Pierre Saddi, Leslie Bellamy, Diana Frank (not pictured) and Jenn Cooney.
To be clear, I am an independent contractor – not…
This new study – “The AI-Induced Disclosure Pressure Model and Empirical Evidence from MD&A Reporting” – is getting a lot of buzz between being mentioned in several prominent blogs in our space, as well as being highlighted in this WSJ…
In this 10-minute video, Ginny Fogg – former Norfolk Southern General Counsel and Chair of the Society of Corporate Governance discusses:
Is this disclosure material? How can we establish processes to best make a determination?
Have we used plain English?…
A few months ago, I blogged about the evolution of the names replacing the “ESG Report.” I threw out a few names of possible replacements like the “impact report” or the old-fashioned “corporate responsibility report.” But I didn’t mention the…
With the proxy season behind us, I thought it would be a good time to take a breather and remind ourselves about how to best manage XBRL tagging in SEC filings. Here is a set of 19 practice pointers:
1.…
