Here's a tip from the sixth edition of our popular publication The Public Company Handbook, which is an easy-to-read guide that provides practical insights regarding legal and other board management issues facing public—or soon-to-be-public—companies.

Just as companies with December 31st fiscal year-ends gear up for their annual shareholder meetings in the coming weeks, State Street has released its updated voting policies — and a helpful "Summary of Material Changes." I won't parse all of the changes here, but I thought their new policy on director overboarding — which is summarized in the Material Changes

Another in the newbies series: Most bylaws set forth the corporate secretary's powers and duties in the broadest terms possible. But what the corporate secretary actually does varies somewhat from company to company. Other departments might be responsible for particular duties at some companies that typically can be found within the corporate secretary's purview.

Some companies have their annual meetings transcribed. It's so easy to do today. It can be done in a jiffy by a dictation bot. But whether to make that transcript publicly available is a whole other question.

Sometimes we get asked by clients: "Can you say things during an annual shareholder meeting without trigging a disclosure obligation under Regulation FD?"

One of the biggest struggles for companies when they start out collecting the data they need for climate and other sustainability disclosures is developing the disclosure and internal controls necessary to help ensure the accuracy of that data. Unlike financial reporting, there is a lack of well-known, well-worn practices to help with the information's integrity.

In this blog feature, our in-house readers share tips, anecdotes, and thoughts about topics that arise in their daily practice.

Another in the newbie series: If the corporate secretary is also the general counsel —which is still fairly common, though becoming less so—they report to the CEO in most cases, but they probably also report functionally to the board chair or the lead independent director.

Another in the newbie series: Unless you're in the field of corporate governance, you probably get the impression that a "corporate secretary" for a public company is an administrative assistant of some sort. Nothing could be further from the truth.

Here's a tip from the sixth edition of our popular publication The Public Company Handbook, which is an easy-to-read guide that provides practical insights regarding legal and other board management issues facing public—or soon-to-be-public—companies.

I'm putting together a handbook for newbies in our field and I'll be rolling out some excerpts in this blog over time. Here's the first installment: 

In this blog feature, our in-house readers share tips, anecdotes, and thoughts about topics that arise in their daily practice.

Recently, ISS published new voting policies (the Global Board-Aligned U.S.

Here's a tip from the sixth edition of our popular publication The Public Company Handbook, which is an easy-to-read guide that provides practical insights regarding legal and other board management issues facing public—or soon-to-be-public—companies.

The DOJ has been busy and clawbacks have been a hot topic for the Biden Administration in the wake of several high profile bank failures. The intersection of these two topics is captured in this Update that we put out recently.