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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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August 31, 2021

The Challenges of Being In-House: Emotional Intelligence Matters

Back when I worked in-house not that long ago, I wrote this piece with Sarah Kalgaard, General Counsel of Vital Images, for the Association of Corporate Counsel about the top ten actions you might consider to help ensure a successful transition to becoming an in-house co

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August 30, 2021

How to Make a Climate Pledge Announcement

This blog follows up on my blog about where to start when making a climate pledge and how aspirational it should be.

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August 26, 2021

The NYSE Changes Its Related Party Transaction Rule (Again)

A few months ago, I blogged about four things to do now that the NYSE has changed its related party transaction rule.

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August 25, 2021

Nasdaq’s “Board Diversity” FAQs: 45 & Growing

A few weeks ago, I blogged about 5 things you should know about Nasdaq's new board diversity disclosure requirement.

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August 24, 2021

Should In-House Lawyers Keep Track of SEC Comment Letter Trends?

In a word, probably not. Okay, that's two words. I find that some in-house lawyers will look at the SEC Staff comment letters sent to their peer companies to get an inkling of what the Staff might ask their company about their 10-Ks and 10-Qs. But otherwise, keeping track of comment letter trends is something that law firms and the Big 4 tend to handle for them.

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August 23, 2021

Where to Start When Considering a Climate Pledge

So many companies have already announced a climate pledge that this topic has sort of been beaten to death. But some of the issues to consider bear repeating for those who still haven't taken the plunge.

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August 19, 2021

“Well, That Didn’t Work.” Handling the Disclosure Implications of Getting Out of a Business Line

Following up on my latest blog about new lines of business, no one hits a home run every time. Not even the best of companies. Sometimes a line of business will be shut down.

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August 18, 2021

The SEC Brings Another Cyber Breach Disclosure Case! 5 Things to Consider

For years, we've heard that the SEC's Enforcement Division has been policing cybersecurity breach disclosures and related disclosure controls. The SEC has conducted a number of SEC investigations over that time, but very few of those have seen the light of day.

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August 17, 2021

When Should a Pre-IPO Company Start Worrying About Shareholder Engagement?

If you're a private company seeking to go public someday, you probably spend a lot of time worrying about raising the next round and keeping the ship afloat.

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August 16, 2021

ESG Diligence: Why You Need to Check EPA & Other Environmental Databases

You might find that potential customers or suppliers suddenly get cold feet with you. They indicate you're not environmentally-friendly enough for their business. Your company is green and complies with environmental laws. What gives? It simply could be a matter of a governmental administrative mishap.

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August 12, 2021

Closing the Insider Trading Window for Climate Events

As extreme climate events move from the nearly impossible to possible - and even probable - circumstances are likely to arise that cause you to consider closing the trading window for insiders.

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August 11, 2021

You Asked for It! An ESG Materiality Graphic

During our recent webcast - "The ESG Cutting Edge: Reporting & Engagement" – an audience member asked for a graphic to help explain the sometimes confusing variety of "materiality" definitions that arise when talking about ESG issues.

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August 10, 2021

Our "Shareholder Engagement Workshop" - Mock Engagement & More...

We've decided to hold a second installment of our popular "Shareholder Engagement Workshop" for in-house practitioners as the initial one filled to capacity so quickly. It's being held next Tuesday, August 17th - so if you're in-house and interested, please drop me a line and I'll shoot over an invite. Here's how the workshop works: 1.

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August 9, 2021

5 Things to Know About Nasdaq’s Board Diversity Disclosure Requirement

On Friday, the SEC issued this 82-page Order approving both Nasdaq's proposed board diversity disclosure requirement and a proposed board recruiting service proposal. Both of these proposals were originally proposed last December and then amended in February.

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August 5, 2021

Yes, You Can Disclaim Beneficial Ownership in a Form 4 in Appropriate Circumstances

Unless you're a diehard Section 16 fan, you might not realize that reporting securities as "indirectly owned through others" is not a binding admission of beneficial ownership. That can be a tough concept to grasp. It doesn't seem real sometimes. Although not common, there certainly are situations where the extent of an insider's beneficial ownership isn't clear.