corporate governance – CapitalXchange

New Guide: Running a (Successful) Dual-Track Process

Cooley — Wed, 01 Apr 2026 16:00:00 +0000

With Q1 under our belts, I am revisiting some of the predictions I shared in December from the Berkeley Fall Forum on Corporate Governance. At that time, people were hoping that 2026 would be a year of stability for the political and macroeconomic environment. It hasn’t quite played out that way, but current market uncertainties have bolstered the accuracy of another prediction, which is that dual…

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CapitalXchange Audio – Using Your Post-IPO Proxy Statement as a Communication Tool

Cooley — Wed, 25 Mar 2026 16:00:00 +0000

For our latest CapitalXchange interview, I spoke with Michael Mencher and Vince Flynn about proxy disclosure trends noted in Cooley’s Post-IPO Governance Trends Report. We covered: Listen here: Show notes: The views expressed during interviews are the speakers’ personal views and do not necessarily reflect those of Cooley or any of the clients with which they are…

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CapitalXchange Audio – What to Know as Your Institutional Investor Base Grows

Cooley — Wed, 11 Mar 2026 16:00:00 +0000

For our latest CapitalXchange interview, I spoke with Michael Mencher and Vince Flynn about investor issues gleaned from Cooley’s Post-IPO Governance Trends Report. We covered: Listen here: Show notes: The views expressed during interviews are the speakers’ personal views and do not necessarily reflect those of Cooley or any of the clients with which they are…

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Comparative Playbook: Navigating Conflicts in Delaware and Nevada

Cooley — Wed, 25 Feb 2026 22:18:54 +0000

Companies approaching or having recently completed an IPO often face increased scrutiny around transactions involving insiders, investor-appointed directors or controlling stockholders. To help boards and management teams navigate these issues, Courtney Tygesson and I put together a comparative playbook outlining how Delaware and Nevada law each address conflicted transactions – and what steps…

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CapitalXchange Audio – Post-IPO Changes to Governance Structures and Board Composition

Liz Dunshee — Wed, 18 Feb 2026 20:45:08 +0000

For our latest CapitalXchange interview, I spoke with Cooley lawyers Michael Mencher and Vince Flynn about Cooley’s Post-IPO Governance Trends Report. We covered: Listen here: Show notes: The views expressed during interviews are the speakers’ personal views and do not necessarily reflect those of Cooley or any of the clients with which they are associated.

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CapitalXchange Audio – Unlocking Data on Post-IPO Governance Trends

Cooley — Wed, 28 Jan 2026 17:00:00 +0000

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California’s Proposed ‘Billionaire Tax’: Nine Things to Know

Cooley — Wed, 14 Jan 2026 23:05:46 +0000

A proposed California ballot initiative – “The 2026 Billionaire Tax Act” (also known as Initiative 25-0024) – has been getting a lot of attention, and it could have implications for business valuations, capital structures and other decisions in the coming year. Here are nine things to know: As written, the proposal raises a lot of interpretive (and other) questions. We’ll be continuing…

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Reincorporation: It’s All in the Timing

Cooley — Wed, 03 Dec 2025 16:00:00 +0000

For years, Delaware has been the default domicile for growing late-stage companies (and most companies generally, for that matter). For the reasons detailed in these CapitalXchange posts from June 2025 and September 2025, that may be changing. In the public company sphere, Analysis Group reported in this September 2025 memo that Delaware lost 11 public companies to reincorporation from January…

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CapitalXchange Audio – Strategic Reincorporations With Courtney Tygesson

Cooley — Wed, 22 Oct 2025 16:05:00 +0000

In our new series of CapitalXchange audio interviews, we share up-to-date insights from Cooley folks who are advising on emerging issues. In this episode, Cooley partner Courtney Tygesson and I dive into what’s happening with Delaware, Nevada, and Texas. Courtney covers: Show notes The views expressed during interviews are the speakers’ personal views and do not…

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SEC (finally) proposes new rules on climate disclosure

Cooley — Sun, 27 Mar 2022 19:00:00 +0000

“œHighly anticipated ” is surely an understatement for the hyperventilation that has accompanied the wait for the SEC’s new proposal on climate disclosure regulation. The proposed rulemaking has been a subject of conjecture for many months, and internal squabbles about where the proposal should land have leaked to the press. (See this PubCo post.) As one of those hyperventilators…

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