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

DOGE Visits the SEC: What’s Next? | TheCorporateCounsel.net

📣 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!

The end of an era!

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

A lot of us are getting dizzy…

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.

I blogged this morning about KPMG seeking approval to provide legal services in AZ. By late morning, they’d received preliminary approval from the applicable committee, with a court decision scheduled for January 28th.

Today’s blog is dedicated to the brothers who grew up down the street from me and were obsessed with the WWE (or WWF, as it was then known), and my colleague Zach Olson who for several years did M&A deals by day and body slams by night. And of course, my fellow securities law and accounting nerds.

BlackRock’s 2025 Voting Policies are here! In today’s blogs, Dave Lynn summarizes key updates on board diversity and other #corpgov and #ESG topics. #proxyseason

Courtney & I were thrilled to interview Lily Yan Hughes - a true #corpgov trailblazer - for a recent episode of the podcast. Tune in to learn about Lily’s career path, DirectWomen’s mission, significant geopolitical issues affecting boards, & more. #directwomen #womenonboards #corporateboards

TheCorporateCounsel.net on LinkedIn: Honoring Jimmy Carter: SEC and Market Closures Later This Week

📣 BlackRock’s 2025 voting policies are out. Check out today’s blog for details on the compensation-related updates. #executivecompensation #executivepay #equityincentives #clawbacks #proxyseason

TheCorporateCounsel.net on LinkedIn: Regulatory Reform: Jimmy Carter & the SEC

I can’t say it any better than Courtney. Check out our latest podcast with Karla Munden to hear about her recent experience in South Africa and so much more! We were delighted to get to interview you, Karla! #corpgov

We were honored to co-host an event this fall with leading GCs/CLOs from local companies and SEC Commissioner Mark Uyeda. There are many good takeaways to consider as we head into a new year and new administration. #publiccompanies #capitalraising #leadership #corpgov

TheCorporateCounsel.net on LinkedIn: ISS Announces 2025 Benchmark Policy Updates

Yet another complaint premised on “hypothetical risk factors.” This is very challenging for #publiccompanies! Daniel Porco shares helpful insights here about #cyberdisclosure. And my colleague Lawrence Heim discussed another recent scenario today on PracticalESG: https://buff.ly/4gEY3Ue

Another helpful blog from Meredith today! It’s important to tailor your Insider Trading Policy to your company. But benchmarking is also helpful, & recent data from White & Case can help you fine-tune. Calendar-year co’s will need to file the policy as an exhibit for the first time in 2025. #pubcos

In today’s blog, Meredith shared a Gibson Dunn memo about the DOJ appealing a recent preliminary injunction of the Corporate Transparency Act. TL;DR is that the #compliance deadline could arrive quickly if the government wins on any of the (several) arguments it’s raised. #fincen

The transition of SEC leadership continues: Corp Fin Director Erik Gerding will depart the agency at year-end. Cicely LaMothe will serve as Acting Director.

In the wake of the recent shocking attack in NYC, many companies are currently rethinking D&O security, website photos, and even business practices. This blog is a reminder of the tax and disclosure issues to consider with security arrangements. #executivecompensation

Big news this week on #boarddiversity: the 5th Circuit ruled the SEC exceeded its authority by approving Nasdaq’s “disclose or comply” rule. But pubcos need to keep other factors in mind - eg voting policies, & Goldman Sachs still requires 2 diverse directors to take a company public. #corpgov

TheCorporateCounsel.net on LinkedIn: Cybersecurity: Which Board Committee is Right for Oversight? #corpgov #cybersecurity

The SEC’s Corp Fin Staff continues to issue comments on #clawback disclosures - and there are a couple of common themes for all #publiccompanies to note. #executivecompensation

Are you using the latest tools to navigate the increasingly demanding disclosure landscape? I was happy to work w/ Nessim Mezrahi of SAR on an article published in today’s Law360 newsletter: “Using Data To Inform Corporate Disclosure Decisions.” #publiccompanies #securitieslaw #securitieslitigation

📣 If your company’s #executivecompensation peer group has changed since last year, you have until tomorrow (12/12) to submit those changes to Glass Lewis for the upcoming 2025 #proxyseason. #publiccompanies #executivepay

With only a month to go before the compliance date, a Texas court has found the Corporate Transparency Act is likely unconstitutional. The court issued a preliminary injunction to prevent enforcement and also stayed the compliance date. Stay tuned.