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Public Chatter

Public Chatter provides practical guidance—and the latest developments—to those grappling with public company securities law and corporate governance issues, through content developed from an in-house perspective.

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May 16, 2022

Board Minutes: Should You Document That Directors Can Hear During Online Meetings?

With the continued widespread use of virtual board meetings, we've had a few clients recently ask, "what is the recommended practice for documenting in the board minutes that the corporate secretary has confirmed that all of the attending directors were indeed online, that they had access to the appropriate board materials, and that they could adequately see and hear the meeting?" Here are three

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May 12, 2022

Corp Fin Posts “Sample Letter” on Russian Invasion & Supply Chain Issues

Not surprising given how so many companies have been struggling over the past month to keep up with the changes wrought by Russia's invasion of Ukraine, Corp Fin posted this "sample letter to companies" last week regarding disclosure about the invasion and the related supply chain issues.

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May 11, 2022

Upcoming Webcast: “The SEC’s Climate/Cyber Rulemakings - Your Action Items Now”

Join us in two weeks, on Tuesday, May 24th (from 3:00-4:00 pm eastern), for a video program - "The SEC's Climate/Cyber Rulemakings: Your Action Items Now" - that will cover the practical side of the SEC's recent climate and cybersecurity disclosure rule proposals.

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May 10, 2022

The SEC’s Climate Proposal: Handicapping When/What Final Rule Might Look Like

With so many buried during the proxy season and unable to fully process the mind-blowing magnitude of the SEC's recent climate disclosure proposal, I thought I would address the top questions that we hear clients asking as they gradually come up for air.

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May 9, 2022

SEC Commissioner Crenshaw Speaks on SPACs

A few weeks ago, SEC Commissioner Crenshaw delivered a speech on SPACs that's worth reading.

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May 5, 2022

Upcoming Webcast: “The SEC’s Climate/Cyber Rulemakings - Your Action Items Now”

Join us on Tuesday, May 24th (from 3:00-4:00 pm eastern) for a video program - "The SEC's Climate/Cyber Rulemakings: Your Action Items Now"- that will cover the practical side of the SEC's recent climate and cybersecurity disclosure rule proposals.

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May 4, 2022

Today is My 20-Year Blogging Anniversary…

Today is a big day for me. Not that you have to care, but it's something that I can proudly take to the grave because not too many people can say that they've blogged for two decades. Back when I started, I never imagined that "blogging" would have staying power.

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May 3, 2022

How to Write a Comment Letter to the SEC on a Rulemaking: 8 Tips to Be Persuasive

Given the heightened interest in the SEC's proposed rule on climate, in a series of two blogs, I'm covering the nuts & bolts of sending in a comment letter to the SEC about a proposed rule.

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May 2, 2022

How to Write a Comment Letter to the SEC on a Rulemaking: The Mechanics

Given the heightened interest in the SEC's proposed rule on climate, in a series of two blogs, I'll be covering the nuts & bolts of sending in a comment letter to the SEC about a proposed rule. This first blog covers the mechanics; the next blog will provide 8 tips about how to put your best foot forward if you decide to submit a comment letter (as well as addressing whether you should even b

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April 28, 2022

Internal Investigations: Who Are the Company's Actual Adversaries?

Following up on our recent blog in a series about internal investigations, investigative attorneys are often engaged, at least in part, for the very purpose of establishing legal privilege over an internal investigation.

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April 27, 2022

In-House Corner: Rule 10b5-1 Plans

This feature of our blog is where our in-house readers share tips, anecdotes and thoughts about things that come up in their daily practice. This particular batch of thoughts is about handling Rule 10b5-1 plans [feel free to ping me and share your thoughts – they will be posted anonymously or with attribution, whichever you desire]: 1.

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April 25, 2022

Spring Cleaning: Dissolve Unnecessary Subsidiaries

Following up on my blog entitled "7 Rules of Thumb for Subsidiary Governance," on your annual calendar of "to-do" governance tasks, you should include a check-in as to whether you have any subsidiaries that have remained dormant for some time and are unlikely to be used again. For some

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April 21, 2022 Guides

Our New Guide: "The SEC's Climate Disclosure Proposal - A Comprehensive Look"

Allison Handy and I have put together this 19-page guide entitled "The SEC's Climate Disclosure Proposal: A Comprehensive Look." Interestingly, the SEC has updated its proposing release several times since it was first posted - so the proposing release has shrunk by 20 pages, down to a slim 490

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April 20, 2022

Internal Investigations: Law on Work Product & Attorney-Client Privilege

Following up on our recent blog in a series about internal investigations, note that Federal Rule of Evidence 502(g) states: (1) "Attorney-client privilege" means the protection that applicable law provides for confidential attorney-client communications; and (2) "Work-product protection" means the protection that

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April 19, 2022

"SEC Proposes New Cybersecurity Disclosure Rules"

I'm excited to share our firm memo - "SEC Proposes New Cybersecurity Disclosure Rules on Incident Reporting, Risk Management, Strategy, and Governance" - authored by Valerie Dahiya and David Aaron.