Public Chatter
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.

Corp Fin Warns on XBRL With “Sample Comment Letter”
Recently, Corp Fin posted this sample comment letter on XBRL disclosures in an effort to make companies more aware of a focus on improving the quality of XBRL data.

In-House Corner: Board Presentations by Outside Parties - Part 3
In this blog feature, our in-house readers share tips, anecdotes, and thoughts about topics that arise in their daily practice.

A Deep Dive Into the SEC’s Materiality Trigger for Cybersecurity Incident Disclosures
Here is a Client Update from data security lawyers Andrew Pak and Rebecca Engrav that might help you when it comes to assessing the "materiality" of a cybersecurity incident under the SEC's new Item 1.05 of Form 8-K.

Upcoming Webcast: “The SEC’s New Cyber Disclosure Rules – What To Do Now”
Join us in two weeks, on Thursday, September 28th (from 2:00-3:00 pm eastern) for a webcast – "The SEC's New Cyber Disclosure Rules – What To Do Now" – to gear up for the new SEC rules regarding cyber disclosure by learning a bevy of practical tips and getting up to speed on the n

Nasdaq’s Rule Change Allows Board Committees to Approve Codes of Conduct Waivers
Last week, a Nasdaq rule change went effective immediately that now permits board committees to approve waivers of the code of conduct for directors or executive officers. This changes the rule that required full board approval for these types of waivers. Companies that want to take advantage of this rule change may need to update their committee charters to allow for it.

ISS’ Annual Policy Survey Focuses Heavily on E&S: Comments Due September 21st
As it does every time around this year, ISS announced that it has released its Annual Global Benchmark Policy Survey. The survey closes on September 21st.

SEC Increases Registration Filing Fees by 34%!
Alas, even the SEC's registration filing fees aren't immune to inflation. Recently, the SEC announced a nearly 34% increase to its registration fees.

8 Things to Know Right Now
Here's our latest edition of our monthly feature – a quick snapshot of recent developments:

Corp Fin Issues Five More Rule 10b5-1 CDIs
Last Friday, Corp Fin issued five new 10b5-1 plan CDIs – three under the Exchange Act Rules and two under Regulation S-K – to provide welcome clarifications for a variety of situations, ranging from the new Form 4 checkbox, cooling-off period calculations, overlapping plans that deal with 401(k) plans, and what to disclose about trading arrangements adoption and termination.
Artificial Intelligence: SEC Broker and Investment Advisor Concerns
This new Client Update deals with the SEC's concerns over the use of AI in the broker-dealer and investment advisor conflicts context, something that is not within the scope of practice for many of us.

A New Guide: "Understanding the SEC Comment Letter Process"
Jason Day has put together this "Understanding the SEC Comment Letter Process" Guide. Check it out! It covers these four topics:

In-House Corner: Board Presentations by Outside Parties - Part 2
In this blog feature, our in-house readers share tips, anecdotes, and thoughts about topics that arise in their daily practice. This particular batch of thoughts is Part 2 about bringing in outside parties to make a presentation before the board (here's Part 1):

4 Tips About Board Charitable Giving
Board charity comes in two flavors. Some companies have charitable foundations that directly donate. Many companies donate on a more ad hoc basis. These companies often have charitable giving policies even though it's not required that they have them. Why?

Is It Difficult to Become Investor-Focused Once You Join the SEC Staff?
I taped a video yesterday with Corp Fin Director Erik Gerding where we talked a bit about Corp Fin's efforts to hire 60 new Staffers in the near term. Over the years, I've been asked a few times whether it's challenging to think from an "investor protection" perspective if you go to work for the SEC.

How many people typically work in the corporate secretary’s department?
Another in the "newbies" series: It obviously depends on the size and culture of each company, but most larger companies will have a half-dozen or so staffers in the corporate secretary's department, whereas a smaller company likely only has one or two staffers.