It's happening! The SEC has posted this Sunshine Act notice to inform us that it will hold an open Commission meeting next Wednesday, March 6th to decide whether to adopt a final climate disclosure rule.

Another in the "newbies" series: The people that wear the corporate secretary's hat are among the most amazing people you could meet. Their wide range of skills are incredible to behold. Yet, they are among the humblest—the nicest—people around.

A number of media outlets (such as this Politico article and this Forbes piece) are reporting that the SEC

In a lengthy opinion that unwound an eye-popping $55 billion compensation grant, the Delaware Court of Chancery's Chancellor Kathaleen McCormick invalidated Tesla's huge compensatory equity grant to Elon Musk, its Chair and CEO.

I have put together this "How to Write a Comment Letter to the SEC on a Rulemaking" Guide. Check it out! It covers these two topics:

Here's a topic that hasn't been written about - but that I hear a lot about - so you're likely to encounter it if you do this stuff long enough. A member on your board seeks to take a prolonged leave of absence for personal or other reasons. Maybe the director has scheduled surgery and can't travel. They could be ill. Or perhaps they have an ill spouse that needs immersive care.

We've all heard the term "power user." Someone who has excelled in some type of technology – or maybe they can simply type fast – that gives them a productively edge when leveraging technology. Many of us in the legal profession – at least the older generations – have long given up hope that we can become a "power user."

Most readers of this blog are familiar with the usual process to seek to keep a Rule 14a-8 shareholder proposal out of a company's proxy statement. Write a letter to the Corp Fin Staff arguing that the proposal does not comply with Rule 14a-8's requirements and hope the Staff agrees that they will not seek enforcement action if the company leaves the proposal out.

Here's our latest edition of our monthly feature – a quick snapshot of recent developments:

Last year, the Delaware Court of Chancery confirmed that corporate officers—not just directors—have a fiduciary duty of oversight in In re McDonald's Corp. S'holder Deriv. Litig., 289 A.3rd 343 (Del. Ch. 2023). In Segway Inc. v. Cai, C.A. No 2022-1110-LWW (Del. Ch.

Last year, we blogged that BlackRock's changes to its proxy voting guidelines weren't that impactful compared to prior years.

Just a reminder that we have put together this "Shareholder Engagement" Guide. Check it out to help you prepare for this proxy season.

As we continue to wait for the SEC to adopt final climate disclosure rules, Corp Fin is continuing to issue comments during their review of '34 Act filings on climate change risk issues.

One new type of shareholder proposal this proxy season relates to the transparency of a company's use of – and investment in – artificial intelligence, including how the company is managing any financial and "public welfare" risks related to AI. It has been reported that at least a half dozen companies have received this type of proposal so far.

If you happen to have an outstanding confidential treatment request that was granted before Corp Fin updated the rules for confidential treatment requests in 2019 and 2020 – and that old CTR order is close to expiring – we have new guidance from Corp Fin about how to handle that expiring CTR order in this updated "