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Lest you think that the summer is a quiet time for those of us in the wacky world of securities and corporate governance, think again. Here’s some of what’s going on:
Continue Reading Summer Doldrums? Not So Much!
Remind me again, what’s Section 162(m)?
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In general, Section 162(m) of the Internal Revenue Code provides that a publicly held corporation shall not be allowed a deduction for any “applicable
Continue Reading Run for “Covered!” The American Rescue Plan Act casts a wider net on Section 162(m) “Covered Employees”
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Popular cryptocurrency exchange Coinbase went public on Nasdaq on April 14 using a direct listing. The company achieved a huge valuation (more than $100 billion) in this offering. While
Continue Reading Direct Listings – A viable IPO alternative?
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In the last several days, the SEC has engaged in a skirmish, and possibly an opening battle, against SPACs. A recap follows.
The first shot was fired on March 31,
Continue Reading Caveat Everybody — The SEC Takes Aim at SPACs
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I have long been a champion of shareholder engagement. Since as far back as the 1980s, I have believed that companies and investors alike greatly benefit from engagement; I even advocated
Continue Reading Say what???
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The SEC recently increased the funding limits for several types of exempt offerings. The increases were fairly substantial, and we believe they may create increased opportunities to raise external financing. Smaller
Continue Reading Show me the money: Increased funding limits for exempt offerings may increase access to capital
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Environmental, Social and Governance considerations (ESG) are expected to play an increasing role in equity pay determinations for executive officers. About 50 percent of S&P 500 companies used ESG metrics
Continue Reading ESG Considerations for Equity Incentive Plans
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My apologies to those of you who thought I would expound on the corporate governance implications of Madonna’s early oeuvre; but I want to write about materiality, and I’m a sucker
Continue Reading Living in a material world
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In 1729, the great satirist, Jonathan Swift, penned an essay called “A Modest Proposal.” The essay suggested that rather than allowing poor, starving children to be a burden on society, they
Continue Reading A Modest Proposal II: Don’t eat children; put them on boards instead!
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First, Broc Romanek
I don’t often write about the people I’ve come across in the course of my absurdly long career, but there are some exceptions. One exception was a
Continue Reading Ups and Downs
