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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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November 1, 2021

Board Diversity: A Comparison Between the NYSE & Nasdaq Now

Following up on a pair of blogs from Evelyn about Nasdaq's new diversity disclosure rules, in contrast to those new rules, the NYSE has taken an approach that advocates diversity without either suggesting new disclosure requirements or recommending diversity goals.

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October 28, 2021

5 Things You Should Consider for 10b5-1 Plans Right Now

With all signals pointing to the SEC acting on Rule 10b5-1 plans under SEC Chair Gensler– most likely through the rulemaking process –it's a good time to assess what (if any) changes you should consider for your 10b5-1 plans and policies ahead of any new disclosure obligations.

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October 27, 2021

Next Week's Webcast: “Anatomy of a Proxy – Practice Tips from the Experts”

We have partnered with DFin to bring you a complimentary webcast - "Anatomy of a Proxy: Practice Tips from the Experts" - to be held next Wednesday, November 3rd from 2:00-3:00 pm eastern.

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October 26, 2021

In-House Corner: Shareholder Proposals – Part 2

Recently, we started a new feature of this blog – where our in-house readers share tips, anecdotes and thoughts about things that come up in their daily practice. We received so much feedback on our first blog about shareholder proposals that we now have this Part 2 [we will even have a Pa

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October 25, 2021

Your 10-Q Risk Factors: 6 Types to Consider

A few days ago, I ran down a list of five items to consider for your risk factor disclosure for the Form 10-Q. Right now, there are a number of topics that are being addressed by many companies in their risk factors. Among those are these: 1.

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October 21, 2021

In-House Corner: Onboarding Audit Committee Members

Recently, we started a new feature of this blog – where our in-house readers share tips, anecdotes and thoughts about things that come up in their daily practice.

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October 20, 2021

Upcoming Webcast: “Anatomy of a Proxy – Practice Tips from the Experts”

We have partnered with DFin to bring you a complimentary webcast - "Anatomy of a Proxy: Practice Tips from the Experts" - to be held on Wednesday, November 3rd from 2:00-3:00 pm eastern.

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October 19, 2021

Updating 10-K Risk Factors in Your 10-Q: 5 Things to Consider

As our clients are preparing their Form 10-Qs and quarterly earnings updates, a curious thing has arisen this time around. We're getting more questions than usual about whether - and how - to update risk factors from the last Form 10-K in the upcoming 10-Q.

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October 18, 2021

Coming Soon? A Finalized Clawback Rule from the SEC

After a false start last Wednesday, when the SEC cancelled an open Commission meeting to re-open the comment period on its 2015 clawback rule proposal, the SEC's Commissioners unanimously approved re-opening the proposal the following day.

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October 15, 2021

A New Guide: "Handling the Tricky Aspects of Director Departures"

Stewart Landefeld has put his deep knowledge - of many decades - to use in putting together this excellent "Handling the Tricky Aspects of Director Departures" Guide. Check it out!

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October 14, 2021

Upcoming Webcast: "Anatomy of a Proxy - Practice Tips from the Experts"

We have partnered with DFin to bring you a complimentary webcast - "Anatomy of a Proxy: Practice Tips from the Experts" - to be held on Wednesday, November 3rd from 2:00-3:00 pm eastern.

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October 13, 2021

The Challenges of Being In-House: Building Relationships

Following up on this blog about the challenges of being in-house and handling your emotional intelligence, here's another excerpt from this piece

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October 12, 2021

In-House Corner: Virtual Annual Meetings

Recently, we started a new feature of this blog – where our in-house readers share tips, anecdotes and thoughts about things that come up in their daily practice. Last week, we blogged about the practice of dealing with shareholder proposals.

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October 7, 2021

How Do the Accountants Fit Into “Materiality” Decision-Making?

In this blog, I noted that documenting your decision is key. That the memo documenting the decision is sometimes called a "SAB 99" memo, based on the SEC accounting guidance in that Staff Accounting Bulletin. Think disclosure controls. So that begs the question?

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October 6, 2021

9 Things to Learn from ISS’ Latest Investor Surveys

Last week, ISS released the results of two investor surveys: annual benchmark survey and a climate survey. The purpose of the surveys is to help guide