Here is the teaser about this Client Update: “Since the European Union seized the early global lead in regulating artificial intelligence, the U.S. Congress has made noise about the need for federal AI legislation, but progress has been slow. The absence of a similarly comprehensive federal law from Congress has created a vacuum that…

Yesterday, Corp Fin Director Erik Gerding issued a statement to clarify that a company should not file Form 8-K under Item 1.05 in connection with a cybersecurity incident that it has determined is not material or for which it has not yet made a materiality determination. As clarified in the statement, if a company decides…

Following up on my blog about the types of shareholder proposals being submitted to companies this year, here are a few interesting Corp Fin no-action statistics drawn from this note by Sanford Lewis of the Shareholder Rights Group (based on shareholder proposal data from November 1, 2023 to May 1, 2024):

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It’s strange enough that the proposal for financial institutions to limit incentive pay remains unimplemented 14 years after Section 956 of Dodd-Frank mandated it, but it’s perhaps as strange that a group of banking regulators just re-proposed draft rules from 2016 and that the SEC is not among the agencies that re-proposed the rules. Then…

The circumstances leading the SEC to charge a small independent auditor with “massive fraud” are egregious and not likely to be duplicated elsewhere. But the SEC’s action provides a reminder for audit committees’ role in overseeing the independent auditor.

Many audit committee chairs read the inspection reports issued by the PCAOB for their own independent…

Here’s the intro from this Client Update: “The Criminal Division of the U.S. Department of Justice (DOJ) announced a Pilot Program on Voluntary Self-Disclosures for Individuals (Pilot Program) on April 15th. Under the new policy, individuals who were involved in certain types of corporate criminal misconduct, who voluntarily disclose that conduct to the Criminal…

Here’s the third of the 21 hats that the corporate secretary wears (here’s the blog about the second hat): “You’re in the middle of the spider web. Some describe the corporate secretary job as the following: “consider the board as a wheel: you’re the hub and the directors are the spokes.”

It’s not that you’re…