In April, the SEC took one of its first steps to revise the rules governing public company disclosures and transactions, when it issued an exemptive order permitting certain all-cash tender offers for equity securities to close in as few as 10 business days, rather than the minimum of 20 business days specified in the rules.
The SEC has indicated that it is fast-tracking President Trump’s “suggestion” that quarterly reporting be eliminated. While it is unclear how the elimination of quarterly reporting will be implemented, one thing seems clear: unless the SEC increases the number of items that trigger an 8-K filing (or something close to that), there will likely be
Once again it is time for our annual departure from all things SEC- and governance-ish so that I can let you know about my favorite reads of the year gone by.
In case you’re wondering about the title of this post, it reflects my view that book critics who tell us what they think were
I’m not referring to the kind of proposal at the right; rather, I’m referring to shareholder proposals – one of the topics of a recent Executive Order signed by our fearless leader. (Yes, that is a reference to Rocky and Bullwinkle).
I’ve already commented on the possible impact of the Executive Order on proxy advisory
The good news is that the administration is reported to be working on an executive order to restrict proxy advisory firms. The bad news is that the administration is reported to be working on an executive order to restrict proxy advisory firms.
If the preceding paragraph seems contradictory, read on.
I am no fan of
A few months ago, I wrote a post addressing the use of artificial intelligence in the boardroom. While the focus of the post was using AI (or not) to draft minutes, I also asked (with apologies for quoting myself), “whether a robot equipped with AI can serve as a director.” At the time, I
The new, improved SEC was just beginning to show its stuff when the federal government shut down on October 1. In the weeks before the shutdown, the SEC had, among other things, approved ExxonMobil’s innovative program enabling retail investors to provide standing voting instructions (see our E-Alert on the subject) and dropped its opposition to
In corporate governance, as in so many other areas, artificial intelligence is all the rage. If you read just about anything relating to corporate boards, you’re almost certain to learn that boards are scratching their collective heads to figure out where and how their companies can use AI, how they can best govern the use of AI, and all sorts of related topics. However, while boards may be talking about AI – and possibly even doing something about it – it appears that few, if any, people are talking about the possible use of AI in the boardroom itself.
Maybe this is understandable; after all, boards are rightly concerned about risks and are not known as hotbeds of innovation. However, it’s still surprising that the last major technological innovation impacting boardrooms was the introduction of board portals, which have been around for roughly 20 years.
I suspect that AI will eventually work its way into the boardroom; I can imagine that in a few years AI may routinely enable directors to tweak assumptions underlying management forecasts, check financial statements for compliance with GAAP and SEC rules, and so on. That will pose a variety of legal and policy questions, such as whether directors can avoid responsibility for bad decisions by claiming reliance upon AI and whether a robot equipped with AI can serve as a director.
For the time being, however, I’d like to focus on a narrower question that is beginning to be asked in the nerdy community of corporate secretaries: Can (and should) AI be relied upon to draft board and committee minutes? Some clients have actually asked me similar questions in the hope that they may be able to lighten their workloads by laying off the tedious task of drafting minutes onto the AI programs with which their phones, tablets, and laptops are now equipped.
Continue Reading A ROBOT IN THE BOARDROOM? Using AI to Draft Minutes
There has been no lack of news since the President was re-inaugurated in January. However, until very recently, little of the news seemed to be coming from the SEC. Perhaps that is because the new SEC Chair, Paul Atkins, was not sworn in until April 21 (happy birthday to me) or for some other reason
It’s early days, but I’m pleased to report that the optimism I expressed about the SEC in the aftermath of the 2024 election may have been warranted. At a minimum, the actions taken by the SEC since January 20 demonstrate support for the issuer community, an interest in pursuing the traditional goals of the SEC, and a willingness to help those of us who advise clients with respect to SEC rules and the many interpretations of those rules.
What the Commissioners Are Saying
First, on January 27, Commissioner Hester Peirce spoke before the Northwestern Securities Regulation Institute. Her remarks were witty (as always) and, for the most part, spot on, to the point that I considered copying them here. (I haven’t, though I have copied some of her choice remarks below.) I do take issue with a few of her remarks (also as always), including her view that a corporation’s singular focus should be on building value for shareholders; it seems to me that it is not possible to build value without focusing on other constituencies such as customers, suppliers, and – yes – even the community at large. Those matters aside, Ms. Peirce made the following good points, among others:
Continue Reading So Far, So Good