Searching Content indexed under Corporate Governance by Cooley LLP ordered by Published Date Descending.
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NYC Comptroller's Office Initiates Boardroom Accountability Project 3.0 Promoting Adoption Of The "Rooney Rule"
Given Stringer's success with his proxy access campaign, companies should pay close attention.
United States
21 Oct 2019
Does Proxy Access Create Leverage—Even If No One Uses It?
Thanks to for catching this announcement from NYC Comptroller Scott Stringer and the NYC Retirement Systems, which reported that, since the inception of the Comptroller's "Boardroom Accountability Project," ...
United States
18 Oct 2019
ISS Seeks Comment On Potential 2020 Voting Policy Changes
ISS would continue voting against incumbent directors for as long as the problematic practice continued.
United States
17 Oct 2019
How Have Companies Adapted To CAMs?
Among the issues considered were the impact of "dry runs," changes to company disclosures and changes in controls.
United States
10 Oct 2019
Strine Proposes To Reform The Corporate Governance System
Who else but Delaware Chief Justice Leo Strine would bid his farewell to the Delaware bench with nothing less ambitious than a "comprehensive proposal to reform the American corporate governance system".
United States
8 Oct 2019
Are There Clues In The Last Proxy Season About The One To Come?
In 2019 Proxy Season Recap and 2020 Trends to Watch from consultant ICR, posted on The Harvard Law School Forum on Corporate Governance and Financial Regulation.
United States
7 Oct 2019
SEC Charges PwC With Independence Violations
Last week, the SEC announced settled charges against PwC and one of its audit partners for violations of the auditor independence rules.
United States
3 Oct 2019
SEC Commissioners Testify To House Committee
These hearings are, of course, broken up into bite-size five-minute Q&A sessions, so there is not much opportunity for in-depth questioning.
United States
30 Sep 2019
SEC Charges Nissan And Former CEO With Fraud For Concealing Compensation
Nissan trades primarily on the Tokyo Stock Exchange, does not have a class of securities registered with the SEC or file reports with the SEC.
United States
27 Sep 2019
Is Pay For Performance A Mirage?
With regard to elements of comp, the message again is simplification.
United States
25 Sep 2019
Legal Focus: UK Data Regulator Increases Focus On Cyber Due Diligence And Insurance In M&A
Cooley partners Mark Deem and Mark Everiss recently published the following article in Insurance Day.
20 Sep 2019
ISS releases 2019 Global Policy Survey
ISS recently released the results of its 2019 Global Policy Survey. In this year's integrated survey, the topics included board gender diversity, overboarding, sunsetting of multi-class capital structures, ...
United States
20 Sep 2019
SEC's OCA Updates Auditor Independence FAQs
The SEC's Office of Chief Accountant has updated its FAQs regarding auditor independence. The new and revised questions relate to the general standard for independence
United States
19 Sep 2019
EY Discusses Voluntary Audit Committee Disclosures
By now, we all know that, sooner or later, audit reports for most public companies will be required to disclose critical audit matter.
United States
12 Sep 2019
Corp Fin Changes Approach To Responding To No-Action Requests To Exclude Shareholder Proposals
The staff will continue to actively monitor correspondence and provide informal guidance to companies and proponents as appropriate.
United States
10 Sep 2019
SEC's Investor Advisory Committee Adopts "Proxy Plumbing" Recommendations
The changes are fairly nuanced, now also including some minority views.
United States
10 Sep 2019
A New Shareholder Proposal Regarding Firearms—Is It Just The Beginning?
In a post last month, I noted that, notwithstanding the growth in the number of shareholder proposals related to corporate social responsibility, for the 2019
United States
6 Sep 2019
It's Been Eons Since The SEC Last Did This—Brought A Reg FD Enforcement Action, That Is
Reg FD prohibits selective disclosure of material, nonpublic information by public companies (or by its senior officials or specified other employees)
United States
4 Sep 2019
Two SEC Commissioners: Is The Reg S-K Modernization Proposal Too Principles-Based? And Why No Climate Change Disclosure?
Yesterday, Commissioners Robert Jackson and Allison Lee published a joint statement to encourage public comment about two aspects of the proposal to modernize Reg S-K (see this PubCo post), released on August 8, about...
United States
30 Aug 2019
Business Roundtable Says So Long To Shareholder Primacy—Commits To Deliver Value To All Stakeholders
In a press release issued today, the Business Roundtable announced the adoption of a new Statement on the Purpose of a Corporation, signed by 181 well-known
United States
22 Aug 2019
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