Public Company Innovation Hub

Resources for forward-thinking board members and leaders of US-listed public companies

Public Companies Update – April One-Minute Reads

Learn about the Securities and Exchange Commission bringing enforcement actions for AI washing, State Street’s release of its 2024 proxy voting and engagement policy, proposed amendments to Delaware General Corporation Law, challenges facing California’s climate rules, disclosure reminders for March 31 year-end companies, a jury confirming a shadow trading theory, the Delaware Supreme Court applying the MFW framework to other conflicted transactions, a US Supreme Court holding that pure omissions are not actionable under Rule 10b-5(b), and a Delaware judge reminding companies that good board minutes can reduce risk.

AI Talks Series: AI + Public Companies

Cooley’s AI Talks series highlights multidisciplinary perspectives on artificial intelligence and showcases the firm’s subject matter knowledge on the intricacies – and complexities – of large language models, machine learning and AI technology. This session covered considerations for public companies related to artificial intelligence, discussing key business implications and risks of AI, AI-related compliance considerations, anticipated areas of regulator focus and steps companies can take to address AI.

April 18, 2024

US Supreme Court: Pure Omissions Not Actionable Under Rule 10b-5(b)

On April 12, 2024, the US Supreme Court reversed the US Court of Appeals for the Second Circuit’s decision in Macquarie v. Moab Partners and held that a pure omission cannot form the basis of a securities fraud claim under Rule 10b-5(b).

SEC Climate Disclosure Rules – Overview of the Newly Adopted Requirements and Next Steps

On March 6, 2024, the Securities and Exchange Commission (SEC) is expected to adopt long-awaited rules on climate-related disclosures. Join us on Tuesday, March 12, for an insightful webinar as our ESG & sustainability team examines the core provisions of the climate rules, analyze potential challenges in their interpretation and application, and highlight risks that reporting companies may encounter.

Comparing the SEC Climate Rules to California, EU and ISSB Disclosure Frameworks

For many companies, the SEC climate rules will apply in addition to other mandatory sustainability reporting frameworks already in force or imminently applicable. While the SEC’s climate rules touch on many of the same areas as the three 2023 California climate disclosure laws (Senate Bills 253 and 261 and Assembly Bill 1305) and the EU’s CSRD, there are points of significant divergence.”

Cooley’s 2023 Activism Year in Review: Wolf Packs at the Gate

As we look ahead to the 2024 proxy season (and beyond), let’s review the key 2023 trends and developments from activism playbooks, with a sharp focus on the ever-changing landscape in the technology and healthcare sectors.

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