On Friday, the SEC became the last of the six financial regulators to approve the 488-page joint agency proposal to prohibit incentive-based compensation that may encourage inappropriate risks by financial institutions under Section 956 of Dodd-Frank. The other agencies are the FDIC, Federal Housing Finance Agency, Federal Reserve Board of Governors, National Credit Union Administration and Office of the Comptroller of the Currency. Here’s the memos I have been posting about the proposal on CompensationStandards.com in our “Financial Firms” Practice Area…
In 2015, more than 90% of incidents and data breaches fell into one of nine categories. Most commonly, security incidents were caused by miscellaneous errors, such as sending emails or paper documents to the wrong recipients (11,347 incidents); insider and privilege misuse, such as an employee using unapproved hardware like a USB drive to store sensitive information (10,490 incidents); and physical theft or loss of laptops and paper documents (9,701 incidents). The most serious incidents—those resulting in the most confirmed data breaches—however, were web app attacks, including hacking using stolen credentials and installing malware (908 confirmed breaches) and point of sale or “POS” attacks against environments where debit and credit card retail transactions are conducted (525 confirmed breaches).
2015 found attackers are getting faster at compromising their victims. For example, the time to compromise was almost always on the order of days or minutes. One particularly fast method of accessing sensitive data is phishing, which accounted for 9,576 security incidents and 916 confirmed data breaches in 2015. Phishing (a form of social engineering) involves sending an email message containing a malicious attachment or link to a victim with the intent of tricking him or her into opening the attachment or clicking on the link. In the majority of phishing cases, that click allows the attacker to install persistent malware on the victim’s computer.
The DBIR analyzes several million results of phishing tests conducted by various information security vendors. Their findings show that we may be getting worse, not better, at recognizing phishing messages; the number of targets who opened the test phishing message rose by 7%, from 23% in 2014 to 30% last year, and about 12% of those who opened the message went further and clicked on the malicious attachment. The median time between sending a phishing message and the first click on its attachment? Under four minutes. In fairness to those who clicked, however, the DBIR notes that the main perpetrators of phishing attacks are sophisticated, with significant time and resources to craft believable “bait”: in 2015, 89% of phishing attacks were perpetrated by organized crime syndicates and 9% were perpetrated by state-affiliated actors.
Insider and privilege misuse was also very common, with insiders most frequently motivated by financial gain, followed closely by espionage. The 2016 DBIR looked at how insiders’ motivations have changed since 2009, and while incidents motivated by espionage have risen, incidents motivated by the prospect of financial gain have fallen. Other inside actors are motivated by grudges, ideology, and even just plain fun. Even more concerning, actions by insiders are some of the hardest for organizations and law enforcement to detect. In fact, 70% of these incidents are taking months or even years to discover.
Also check out our checklists related to incident response planning, disclosure practices and risk management – as well as a chart of state laws related to security breaches. And see this blog about a Congressional bill that would amp up internal controls over cybersecurity…
May-June Issue: Deal Lawyers Print Newsletter
This May-June Issue of the Deal Lawyers print newsletter includes:
– Structuring Considerations for Minority Investments
– Insurance Due Diligence: Three Practical Tips
– Basics: Drafting & Negotiating Disclosure Schedules
– Talent Retention: A Toolkit for M&A
– Which Investors Like Which Risks?
Remember that – as a “thank you” to those that subscribe to both DealLawyers.com & our Deal Lawyers print newsletter – we are making all issues of the Deal Lawyers print newsletter available online for the first time. There is a big blue tab called “Back Issues” near the top of DealLawyers.com – 2nd from the end of the row of tabs. This tab leads to all of our issues, including the most recent one.
And a bonus is that even if only one person in your firm is a subscriber to the Deal Lawyers print newsletter, anyone who has access to DealLawyers.com will be able to gain access to the Deal Lawyers print newsletter. For example, if your firm has a firmwide license to DealLawyers.com – and only one person subscribes to the print newsletter – everybody in your firm will be able to access the online issues of the print newsletter. That is real value. Here are FAQs about the Deal Lawyers print newsletter including how to access the issues online.
As you’ll find out in this 40-minute podcast with Gibson Dunn’s John Olson, he is a legal giant. In 52 years of practice, he has done it all. Chair of the ABA’s Federal Regulation of Securities committee; Advisory Committee for both the NYSE and NASD. Drafting insider trading legislation for Congress. Just to name a few.
John has proven not to just be a leader among securities lawyers – but also in the field of corporate governance. John may have been in more boardrooms during his life than any other lawyer. More recently, John has spent more time with his true love – teaching. Learn all about him…
Will All Institutional Investor Become “Activists”?
To date, for the most part, when it comes to shareholder activism, the heavy lifting has been done by hedge fund activists. Now, as discussed in this NYT DealBook column, institutional shareholders may be stepping out on their own.
Transfer Agents: Companies Need to Focus on SEC’s Proposal
Recently, Carl Hagberg forced me to read his comment letter over the SEC’s recent transfer agent proposals – as I admit that I didn’t realize that transfer agents can assume – and sometimes create – significant liabilities for companies! This proposal really hadn’t been on my radar screen. The SEC extended the comment period so that it ended a few weeks ago – so I imagine the agency will still accept comments as the deadline typically is soft. Here’s all of the comments submitted so far…
Here are the agendas – 20 panels over two days. You’ll notice that many panels have a new novel feature – a post-panel commentary by different experts than the experts on the panel. For example, after Corp Fin Director Keith Higgins speaks, Meredith Cross & Mark Borges will kibitz on what we just heard from Keith. Think of it as being akin to post-debate analysis on the cable networks. The panels include:
1. Keith Higgins Speaks: The Latest from the SEC
2. SEC Speaks: Post-Panel Commentary
3. The SEC All-Stars: The Bleeding Edge
4. The Proxy Designers Speak: How to Make Disclosure Usable
5. Navigating ISS & Glass Lewis
6. Hot Topics: 50 Practical Nuggets in 60 Minutes
7. Pay-for-Performance Disclosure: Now What
8. P4P: Post-Panel Commentary
9. Creating Effective Clawbacks (& Disclosures)
10. Clawbacks: Post-Panel Commentary
11. Pay Ratio: Now What
12. Pay Ratio: Post-Panel Commentary
13. Pay Ratio: The In-House Perspective
14. Pay-for-Performance: How to Do The Proper Messaging
15. Proxy Access: Tackling the Challenges
16. Proxy Access: Post-Panel Commentary
17. Pledging & Hedging Disclosures: What to Do Now
18. Pledging & Hedging Disclosures: Post-Panel Commentary
19. Dealing with the Complexities of Perks
20. The Big Kahuna: Your Burning Questions Answered
Early Bird Rates – Act by May 20th: Huge changes are afoot for executive compensation practices with pay ratio disclosures on the horizon. We are doing our part to help you address all these changes – and avoid costly pitfalls – by offering a special early bird discount rate to help you attend these critical conferences (both of the Conferences are bundled together with a single price). So register by May 20th to take advantage of the 20% discount.
Capital Formation: House Passes the “HALOS Act”
As noted in this MoFo blog by Ze’-ev Eiger (also see this blog), last week, the House of Representatives passed the “Helping Angels Lead Our Startups Act” (H.R. 4498) (aka HALOS Act), which would direct the SEC to limit demo days in certain ways – and to amend Regulation D to make the prohibition against general solicitation or general advertising inapplicable to events with specified sponsors (including angel investor groups not connected to broker-dealers or investment advisers) where:
– Presentations or communications are made by or on behalf of an issuer;
– Advertising does not refer to any specific offering of securities by the issuer;
– Sponsor does not engage in certain activities (such as offering investment recommendations or advice to attendees); and
– No specific information regarding a securities offering is communicated (other than that the issuer is in the process of offering or planning to offer securities, including the type and amount of securities being offered).
Happy Anniversary Baby! 14 Years of Blogging & Counting
Yesterday marked 14 years of my blither and bother on this blog (note the DealLawyers.com Blog is nearly 13 years old – not shabby!). It’s one time of the year that I feel entitled to toot my own horn – as it takes stamina and boldness to blog for so long. A hearty “thanks” to all those that read this blog for putting up with my personality. I’m sure I won’t get more refined with age…
As noted in this press release, yesterday, the SEC approved amendments to revise the rules related to the thresholds for registration, termination of registration and suspension of reporting under Section 12(g) of the ’34 Act. I love it that the thresholds for savings & loan holding companies are now consistent with those for bank holding companies. I need balance in my life. Not only did this take care of some of the FAST Act business, it eliminated the last vestiges of outstanding JOBS Act rulemaking from the SEC’s plate. Here’s the adopting release…
In this video from the SEC, you will learn that the SEC values teamwork. Do you think Cap’n Cashbags needs to make a parody?
Here’s something I blogged yesterday on my “DealLawyers.com Blog“: Is it novel for a wannabe acquiror to put pressure on a target by running a ‘withhold’ campaign? Yes, it’s very unusual. There may have been others, but not that I can think of. The intro from this WSJ article explains the situation:
Gannett Co. on Monday urged Tribune Publishing Co. shareholders not to back Tribune’s slate of director nominees, in an effort to send a “clear signal” that investors want the two companies to engage in merger talks. Last week, Gannett went public with its proposal to acquire Tribune in a deal valued at about $400 million that would combine titles like USA Today, the Los Angeles Times and Chicago Tribune, as the struggling print news industry increasingly consolidates. Getting Tribune Publishing shareholders to withhold director votes is the only way that Gannett can influence this year’s proxy vote. Gannett made its offer public because it was frustrated at Tribune’s lack of response.
I can think of a few proxy fights where the buyer has run board seats like Roche/Illumina or Airgas – or when Valeant solicited consents to get a special meeting called against Allergan. But not a “withhold” campaign against directors. I haven’t looked at the situation that closely, but possibly Gannett is going this route because they missed the nomination deadline for a proxy fight – Tribune’s annual meeting is June 2nd…
Crowdfunding: First Portal Application Appears on EDGAR
As reported by Steve Quinlivan in this blog, CFS, LLC became the first crowdfunding portal application available on EDGAR. Actually, the initial application and two amendments are available. The company will conduct business under the name uFundingPortal and its website will be CrowdFundingSTAR.com. Other than that, the application isn’t very exciting reading, but is good news as the May 16, 2016 effective date for crowdfunding nears. NextSeed US LLC became the 2nd company to file a crowdfunding portal application…
This 28-Firm White Paper provides guidance that should facilitate the closing of certain debt restructurings and indenture amendments in the wake of two recent court decisions that interpreted Section 316(b) of the Trust Indenture Act as prohibiting amendments to an indenture that would impair the issuer’s ability to pay amounts due on the debt securities even if those amendments are otherwise expressly permitted by the indenture.
The decisions caused uncertainty over whether legal opinions typically required for indenture amendments can be delivered in connection with a debt restructuring or in circumstances where the issuer may be in financial distress. Also see these memos in our “Trust Indentures” Practice Area.
Webcast: “Legal Opinions – The Hot Issues”
Tune in tomorrow for the webcast – “Legal Opinions: The Hot Issues” – to hear from the foremost authorities on legal opinions as they analyze the most difficult topics today: Goodwin Procter’s Don Glazer, Mike Kendall and Ettore Santucci. The topics include:
1. Opinions on forum selection clauses when the contract chooses the law of another state or country
2. Opinions on arbitration provisions, including contrasting practice on agreements governed by US and foreign law
3. Opinions on provisions shortening or lengthening the statute of limitations
4. Drafting the “no violation of law” opinion
5. Excluding agreements governed by non-US law from the list of agreements covered by the “no breach” opinion
6. Giving separate opinions on “choice of law” clauses choosing the law of another state or country (exclude fundamental policies for both)
7. Venture capital opinion issues, including DGCL Section 204 opinions
8. Dealing with New York’s recent extension of its shareholder liability statute to non-NY corporations whose stock is not publicly traded
9. Dealing with the possibility that a limited partnership has dissolved when giving opinions – validly existing and power – on a LP.
10. Giving opinions on Delaware LPs when a gap exists between the filing of its certificate of limited partnership and its satisfaction of all the requirements for becoming an LP
11. Not giving “as if” opinions on cross-border agreements choosing foreign law
How Many Companies Are Filing With the SEC? 9100
I’m always curious how many public companies are filing disclosure documents with the SEC. A sentence from the SEC Chair’s recent budget testimony before Congress reveals that “the SEC is responsible for selectively reviewing the disclosures and financial statements of over 9100 reporting companies.” Meanwhile, as captured in these notes from a panel of Corp Fin speakers, in fiscal 2015, Corp Fin reviewed the periodic reports of 4400 companies and 600 IPOs…
Brink Dickerson of Troutman Sanders was wondering about how practices have evolved – or eroded – for bolstering the “due diligence” defense available to directors under Section 11(b)(3) of the 1933 Act. It seems that less attention is being given to this topic over time. It doesn’t seem all that long ago when the filing of a registration statement was almost universally preceded by a lengthy board call in which counsel would lead the board through the registration statement – and the work that had been done – to assure that it was accurate. Here’s a survey about what current practice is…
Webcast: “M&A Research – Nuts & Bolts”
Tune in tomorrow for the DealLawyers.com webcast – “M&A Research: Nuts & Bolts” – to hear Cooley’s Mutya Harsch; Wachtell Lipton’s Susan Hesse; White & Case’s Dan Kessler; Foley & Lardner’s Ben Rikkers and Fredrikson & Byron’s Jamie Snelson explain how to quickly analyze potential deals and their related documents, which can be more of an art than a science. Here’s the agenda:
1. M&A Research Nuts & Bolts: Getting Started
– Deal sheet (summary of basic info: working group, deal parameters, timing goals, billing arrangements)
– Due diligence/research/memos
– Identifying precedent deals (similar structure/issues, reflecting client preferences)
– Drafting
– Execution – checklists
– Closing – post-closing matters
2. Having the Infrastructure
– Knowledge management
– Central location for knowledge sharing; using technology; improving efficiency
– M&A group infrastructure
3. What External Resources Exist
– Basic due diligence tools
– Deal points studies
– Deal databases
– Specific resources
4. Staying Up-to-Date
– Internal communications
– Conferences
– External sources
– Law firm memos
– Close coordination with other groups in the firm
Corp Fin: 9 New CDIs for Form ABS-EE Filings
Last week, Corp Fin issued these 9 CDIs for asset-backed issuers filing Form ABS-EE filings. In addition, Corp Fin posted this note about the opportunity for asset-backed issuers to make test filings for Form ABS-EE…
Our May Eminders is Posted!
We have posted the May issue of our complimentary monthly email newsletter. Sign up today to receive it by simply inputting your email address!
Companies have been making non-GAAP disclosures for quite some time now. Perhaps spurred by recent remarks from SEC Chair White, SEC Commissioner Stein (remarks during PCAOB budget meeting) and SEC Chief Accountant Schnurr, it appears that the media is now tackling this topic. For example, the NY Times’ Gretchen Morgenson penned a column entitled “Fantasy Math Is Helping Companies Spin Losses Into Profits.”
In response, Fred Wilson blogged a rebuttal to Gretchen. Here’s an excerpt:
The truth is the the accountants who run the accounting standards have forced companies into reporting their financials in a certain way that neither the companies nor the sophisticated investors who own many of these companies’ shares believe accurately represents the financial condition of the reporting companies. Gretchen quotes this stat in her piece: “According to a recent study in The Analyst’s Accounting Observer, 90 percent of companies in the Standard & Poor’s 500-stock index reported non-GAAP results last year, up from 72 percent in 2009.”
That sure feels like the market speaking. When 90% of your customers order the scrambled eggs differently than you normally serve them that tells you something.
My pet issue is stock based compensation. When a company issues options to an employee, accounting standards require that the option be valued (usually by a formula called Black Scholes) and expensed over the vesting period. That sounds reasonable. But the truth is that that option may end up being worth nothing. Or it may end up being worth 10x the value that it was expensed at. By taking out the stock based comp expenses and reporting an “adjusted EBITDA” number that does not include it, companies are giving investors an idea of what the earnings power of the company is without this theoretical expense. And that stock based compensation expense is a non-cash expense meaning that even though it theoretically costs the company something, it is not paid in cash but in dilution of the total number of shares outstanding.
This is not a cut and dried issue. Different investors will approach it differently depending on whether they care about cash flow, long term dilution, or something else. But the accountants who control the accounting standards board require a certain way of presenting these numbers and that is that.
While the recent SEC’s enforcement settlement with Cabela’s involved several different accounting issues, the most interesting was its miscalculation of a measurement – “merchandising gross margin” – that it held out in its MD&As and elsewhere as an important measurement of performance. The underlying error, a failure to eliminate an intercompany account, resulted in the overstatement of this measurement as well as period-over-period improvement that really did not exist. It appears, however, that the error did not flow through to the company’s GAAP financial statements, where the eliminations were appropriate.
While the performance measurement may – or may not – be a non-GAAP measure, the enforcement action highlights the importance of calculating performance measurements, including non-GAAP measures, with accuracy and providing transparency into their calculation.
It’s Done: 2017 Edition of Romanek’s “Proxy Season Disclosure Treatise”
We have wrapped up the 2017 Edition of the definitive guidance on the proxy season – Romanek’s “Proxy Season Disclosure Treatise & Reporting Guide” – and it’s done being printed. With over 1500 pages – spanning 32 chapters – you will need this practical guidance for the challenges ahead. Here’s the Detailed Table of Contents listing the topics so you can get a sense of the Treatise’s practical nature. We are so certain that you will love this Treatise, that you can ask for your money back if unsatisfied for any reason. Order now.
Here’s the survey results from this survey about how Auditing Standard #18 is impacting D&O questionnaires:
1. Did you update your D&O questionnaire in response to the PCAOB’s new Audit Standard #18 regarding related-party transactions?
– Yes – 66%
– No – 34%
– It hasn’t come up yet – 0%
2. Did your independent auditors ask for a list of immediate family members of directors and officers?
– Yes – 65%
– No – 31%
– It hasn’t come up yet – 4%
3. Did your auditors also ask for information regarding entities over which your directors, officers & their immediate family members control or have significant influence?
– Yes – 65%
– No – 30%
– It hasn’t come up yet – 6%
4. If you did update your D&O questionnaire, did your auditor ask you to do so?
– Yes – 44%
– No – 31%
– Not applicable because we didn’t update our questionnaire – 24%
5. If you did update your D&O questionnaire, will you also be seeking quarterly certifications or updates from your directors and officers?
– Yes – 16%
– No – 59%
– Not applicable because we didn’t update our questionnaire – 26%
As noted in this Cornerstone Research study, the number of securities class action lawsuit filings raising accounting-related allegations rose in 2015, as did the number and value of accounting-related securities suit settlements. In addition to the increase in the number of accounted-related lawsuit filings, the market capitalization losses associated with those new filings increased as well.
Governance 360 Evaluations
In this podcast, Dave Bobker of Rivel Research Group discusses research into how your shareholders are receiving your engagement messaging:
– Where did you grow-up?
– How did you get into the proxy solicitation business?
– What was it like at Georgeson back in the early days?
– You are now with Rivel Research, what do they do?
– What is a “perception study”?
– What is the “Corporate Governance Intelligence Council”?
– How can shareholders – both portfolio managers & proxy voters – provide anonymous input to companies about their governance engagement efforts?
1. The camaraderie with colleagues. It’s amazing how much shared misery can actually benefit your working relationships.
2. Seeing proxy statements get better. Working on the same proxy statements year after year and seeing the improvement – often because of your feedback – can be very rewarding.
3. That optimistic feeling at the beginning of each season that this year, things will be different – the process will be smoother, shareholders will submit fewer proposals, deadlines will be met. That feeling is usually squashed about halfway through, but it’s really nice while it lasts.
4. Client contact. Even as a junior attorney, working on shareholder proposals and proxy statements provided opportunities to interact directly with clients that I otherwise wouldn’t have had as a newbie lawyer.
5. Doing important work that matters. Unlike a lot of legal work that goes on behind the scenes, preparing a document that actually gets seen by shareholders – and influences their voting decisions – feels like you’re providing a tangible benefit to the company.
5 More Reasons Why I Love the Proxy Season
From Julie Kim: I also have five reasons why I love the proxy season. Apparently, I am not supposed to use the word “love” in an ironic or sarcastic way, which means my task will not be easy. It’s like being forced to shake hands with the neighborhood bully and say something nice about him. “Umm, I like your mustache?”
As the theme song for one of my favorite 80’s sitcoms said: “You take the good, you take the bad, you take them both and there you have the facts of life … the facts of life.”
In the spirit of this great bit of 80’s wisdom, I give you my 5 reasons why I [cough] love [cough] proxy season:
1. Thanks to Dodd-Frank and shareholder activism, there’s always something new to learn. Even if it is something that you really, really don’t want to learn.
2. It keeps people employed – lawyers, activist funds and organizations, proxy advisory services, consultants, proxy solicitors, printers, design firms, mailing agents, etc. Arguably a whole industry depends on the proxy machinery.
3. There’s a sense of community among those who are involved in the proxy statement and annual meeting cycle, fostered by a “I know what you’re going through” mentality. Kind of like a support group for hostage survivors.
4. It exposes you to people whom you may not otherwise meet – for example, that quiet guy in the Compensation Department whose job is to keep track of corporate aircraft usage. Also, how else would you get to meet Evelyn Y. Davis and John Chevedden?
5. Compared to the 10-K and registration statements, proxies are far prettier to look at.
Wow, that was harder than expected. If you can think of more reasons, let us know!
Based on feedback from the community, here’s a mix of a dozen things that are either surprising or scary about the SEC’s recent concept release on Regulation S-K:
1. How slow law firms were to write memos about it. For something this big, there normally is a rush to write. Perhaps it’s the daunting size of the thing – 341 pages. We’re posting memos in our “Regulation S-K” Practice Area (and our “Disclosure Effectiveness” Practice Area).
2. The sheer number of questions – with only a 90 day comment period. As Ning Chiu blogged, it appears there are 340 questions at first glance. But since each usually embeds at least two – and as many as five or six additional questions – there are more than 800 questions.
3. How many times the SEC indicates that additional disclosure might be necessary on a topic – so this reform project might result in more disclosure; not less. This is something that Corp Fin Director Keith Higgins has warned before – reducing volume of disclosure is not the sole end game of the disclosure effectiveness project, particularly given that many investors have expressed an appetite for more information.
4. Some of the risk factor questions are scary. This blog by Ning Chiu notes that the notion of requiring companies to discuss the probability of occurrence & the effect on performance for each risk factor is raised.
Another scary aspect would be imposing a numerical limit on the length or number of risk factors. That would be akin to Plain English Reform redux. Risk factors are included to mitigate liability. An issuer should have maximum flexibility to present risk factors as it deems appropriate.
5. Reconsidering the concept of quarterly reporting. The SEC inquires into the value of quarterly reporting & whether semi-annual reporting should be the standard, at least for some companies.
6. Importance of sustainability & public policy matters – including possibly requiring line-item specific environmental & social policy disclosures in periodic reports.
7. Stock buyback disclosures! Surprising because didn’t seem to fit in a S-K concept release is the brief mention on page 193 about whether disclosure about share repurchases should be required more frequently (FN 625 notes that Australia requires next-day disclosure). The possibility of a Section 13D/G-type reporting regime for issuer repurchases would probably be scary to whoever would have to deal with it. [Speaking of buybacks, don’t forget our webcast today: “Company Buybacks: Best Practices“]
8. One surprising thing is if the SEC actually allowed “external” hyperlinks in Edgar filings. Hyperlinking to other Edgar filings is one thing. But to allow external hyperlinks to website outside of Edgar would open a Pandora’s box. Particularly the prospect of a hacker using a external hyperlink to create a data security breach in the Edgar system.
9. Ways to enhance “readability.” Excellent! Usability makes it into the concept release! There’s also talk of increased use of summaries – aka as “layered disclosure.” See more in this blog.
10. Rather than asking about eliminating XBRL, the SEC asks whether other disclosures should be tagged in ways similar to XBRL (the SEC calls this “structured disclosure”). This article notes how the SEC – and investors – are using XBRL more these days.
11. The possibility of a “sunset” provision for a disclosure rule. The thought of having to revisit these disclosure standards (in another 341 page release?!?) every few years is frightening. In the disclosure community, the saying is that “sunshine is the best disinfectant.” To inject a “sunset” would create uncertainty.
12. Lack of a pervasive “re-imagining” of the disclosure system as a whole, such as the “company profile” approach that the SEC has floated before (see Cydney Posner’s blog). The concept release is more granular – and incredibly comprehensive.
How You Can Implement Disclosure Effectiveness Now
As Corp Fin Director Keith Higgins has repeatedly reminded us when he speaks, you can implement disclosure effectiveness now. You don’t need to wait for the multi-year process of getting this concept release to the proposal & adoption stages. By applying usability principles, you can reap the benefits of a shorter disclosure document today. When speaking, Keith gives the example of a company that came to talk to the SEC about making voluntary changes to it’s 10-K – which resulted in a document that was shorter by a third. But you don’t need to visit Corp Fin to accomplish this.
There are plenty of other examples. If you look at the proxy statements of major companies, many are pretty short. Amazon comes to mind – remember my short video about its proxy statement that was only 25 pages long! – but there are others. Some smaller companies are doing great jobs with their proxy too – see the summary for this proxy just filed by Consol Energy…
