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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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The SEC’s Final Climate Rules: Eight Items That Changed From the Proposal
Understanding that many of you don't have time during a busy proxy season to read the 886 pages of the SEC's climate adopting release – but yet you're fielding questions from colleagues about what's in the new rules – here are some notable items that the SEC changed from the proposed rules:
Three Lawsuits Filed Against the SEC’s New Climate Rules (And Counting)
In Friday's blog, Allison Handy and Andrew Moore gave us five superb insights into "top of mind" topics about the SEC's new climate rules that people are talking about.
Day 2 “Headlines” for the SEC’s New Climate Disclosure Rules
We know you're already fielding a multitude of questions about the SEC's new climate risk disclosure rules.
The SEC Adopts a Climate Disclosure Rule: No Scope 3 Emissions Disclosure and 14 Other Things to Know
Yesterday, the SEC adopted a final climate disclosure rule.
Five Years Later! The SEC’s Proxy Advisor Rule is Vacated
Five years in the making! Recently, the US District Court for DC granted summary judgment and held that the SEC's rule regarding proxy advisors should be vacated.
8 Things to Know Right Now
Here's our latest edition of our monthly feature – a quick snapshot of recent developments:
Delaware Chancellor Invalidates Tesla’s Compensation Grant: 3 Lessons Learned
In a lengthy opinion that unwound an eye-popping $55 billion compensation grant, the Delaware Court of Chancery's Chancellor Kathaleen McCormick invalidated Tesla's huge compensatory equity grant to Elon Musk, its Chair and CEO.
Shareholder Proposals: A Rare Foray into Court
Most readers of this blog are familiar with the usual process to seek to keep a Rule 14a-8 shareholder proposal out of a company's proxy statement. Write a letter to the Corp Fin Staff arguing that the proposal does not comply with Rule 14a-8's requirements and hope the Staff agrees that they will not seek enforcement action if the company leaves the proposal out.
8 Things to Know Right Now
Here's our latest edition of our monthly feature – a quick snapshot of recent developments:
Delaware Chancery Confirms High Standard to Plead Caremark Claims Against Officers
Last year, the Delaware Court of Chancery confirmed that corporate officers—not just directors—have a fiduciary duty of oversight in In re McDonald's Corp. S'holder Deriv. Litig., 289 A.3rd 343 (Del. Ch. 2023). In Segway Inc. v. Cai, C.A. No 2022-1110-LWW (Del. Ch.
BlackRock’s Proxy Voting Updates: Mostly Standing Pat (Again)
Last year, we blogged that BlackRock's changes to its proxy voting guidelines weren't that impactful compared to prior years.
Corp Fin Continues to Issue “Climate Change” Comments
As we continue to wait for the SEC to adopt final climate disclosure rules, Corp Fin is continuing to issue comments during their review of '34 Act filings on climate change risk issues.
Corp Fin Doesn’t Grant No-Action Relief for “AI Transparency” Proposals
One new type of shareholder proposal this proxy season relates to the transparency of a company's use of – and investment in – artificial intelligence, including how the company is managing any financial and "public welfare" risks related to AI. It has been reported that at least a half dozen companies have received this type of proposal so far.
Corp Fin Provides Guidance on Extension of Expiring Old Confidential Treatment Requests
If you happen to have an outstanding confidential treatment request that was granted before Corp Fin updated the rules for confidential treatment requests in 2019 and 2020 – and that old CTR order is close to expiring – we have new guidance from Corp Fin about how to handle that expiring CTR order in this updated "
Recent Rulings in AI Copyright Lawsuits Shed Some Light, but Leave Many Questions
We've been posting content about AI legal issues that arise outside of the corporate & securities law context over the past few months because it's worth knowing how this important new technology is shaping the legal landscape.