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PubCo @ Cooley Blog

Articles: 1-10 of 268

BlackRock issues proxy voting guidelines for 2018 proxy season

USA - February 13 2018 Because BlackRock is reportedly the largest asset management firm (with $6.3 trillion under management), its voting guidelines will matter to more…

Nasdaq proposes to modify the requirement for shareholder approval of issuances involving 20% or more of the shares or voting power outstanding

USA - February 13 2018 Nasdaq is proposing to modify the listing requirements in Rule 5635(d) to (i) change the definition of market value for purposes of the shareholder…

Mandatory shareholder arbitration provisions for IPOs? SEC Chair says “not on my list”

USA - February 8 2018 Depending on your point of view, you may have experienced either heart palpitations or increased serotonin levels when you heard, back in July 2017…

In light of the recent fraud charges against audit firm partners and the PCAOB, what questions should audit committees ask their outside auditors?

USA - February 7 2018 Recent civil and criminal fraud charges against partners at KPMG and staffers at the PCAOB, arising out of “their participation in a scheme to…

BlackRock advocates that at least two women be on each company board

USA - February 6 2018 The lede from the WSJ is that “for the first time,” BlackRock (reportedly the largest asset management firm with $6.3 trillion under management) is…

Will Corp Fin revisit (again) Rule 14a-8(i)(9), the exclusion for conflicting proposals?

USA - February 5 2018 The Council of Institutional Investors has sent a letter to William Hinman, director of Corp Fin, raising objections to the staff’s treatment of a…

First pay-ratio disclosure sighted

USA - January 30 2018 The company is Invivo Therapeutics Holdings Corp. In this example, the consistently applied compensation measure used to determine the median…

Shareholder proposal to exclude impact of share buybacks on executive compensation

USA - January 29 2018 In 2016, the AFL-CIO submitted several shareholder proposals designed to curb the impact of stock buybacks on executive compensation. (See this PubCo…

SEC-NYU Dialogue on Securities Markets focuses on shareholder engagement

USA - January 25 2018 While the topic of last week’s fourth SEC-NYU Dialogue on Securities Markets was shareholder engagement—focusing on the roles of institutional and…

SEC files charges against former PCAOB staff and former KPMG partners—collateral impact?

USA - January 23 2018 Yesterday, the SEC filed charges against six CPAs, including former staffers at the PCAOB and former partners of KPMG, arising out of “their…