Photo of Broc Romanek

As a strategist for the firm’s Corporate & Securities practice, Broc Romanek has a deep understanding of the regulatory and environmental, social, and governance (ESG) marketplace. Prior to joining Perkins Coie, Broc served as editor at,, and, where he oversaw and managed coverage on issues related to ESG, corporate governance, executive pay, deals, and market trends and analysis.

In addition to his nearly two decades of working as a journalist and publisher, Broc served as assistant general counsel at a Fortune 50 company, worked in the Office of Chief Counsel of the U.S. Securities and Exchange Commission’s (SEC) Division of Corporation Finance, was a counselor to former SEC Commissioner Laura Unger, and worked in private practice. He also is the author, or co-author, of four legal treatises, and has authored several books focused on the legal industry.

During the proxy season, if you solicit votes for your annual meeting — other than delivering your proxy — you must file that communication with the SEC as “additional soliciting material” no later than the date of first use.

“Additional soliciting material.” Definitely one of the strangest terms of art in our field. Today, they

Sometimes new information comes to light ahead of an annual shareholders meeting, some new disclosure that shareholders need an opportunity to digest before they cast their votes. Sometimes there could be a situation that is more drastic — think pandemic. In those cases, can a company – or should a company — postpone their annual

Adjourning an annual shareholders meeting is always stressful. The meeting has been carefully planned and now we need to extend our misery. Adjourning a meeting can be legally tricky and the proper groundwork to allow for such a thing needs to be laid before the need is apparent. [A blog about postponements coming soon.]


I know that generative AI is a bit far afield from the type of law that most of us practice. But the issues arising from it are so new that I thought I would bring our series of Client Alerts on the topic to your attention in case you wanted to get your feet wet.

Another in the newbies series: Most bylaws set forth the corporate secretary’s powers and duties in the broadest terms possible. But what the corporate secretary actually does varies somewhat from company to company. Other departments might be responsible for particular duties at some companies that typically can be found within the corporate secretary’s purview.


Some companies have their annual meetings transcribed. It’s so easy to do today. It can be done in a jiffy by a dictation bot. But whether to make that transcript publicly available is a whole other question.

Although not required by law, some companies transcribe their annual meetings so they can give a quick check

Sometimes we get asked by clients: “Can you say things during an annual shareholder meeting without trigging a disclosure obligation under Regulation FD?”

Hopefully, most of you out there know the answer to this one — but maybe not since shareholder meetings tend to be dull affairs. A non-event event.  The answer is: “Disclosure at

Another in the newbie series: If the corporate secretary is also the general counsel —which is still fairly common, though becoming less so—they report to the CEO in most cases, but they probably also report functionally to the board chair or the lead independent director. If the corporate secretary isn’t also the GC, they probably