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.
The SEC’s Final Climate Disclosure Rules: Appears to Be Coming Soon
The SEC's latest Reg Flex Agenda is out. And for those in the throes of the proxy season already, you may not want to read any further.
BlackRock’s Proxy Voting Updates: Mostly Standing Pat
A few weeks ago, BlackRock released its 2023 proxy voting guidelines for U.S.
In-House Corner: New Year’s Resolutions—Part 3
In this blog feature, our in-house readers share tips, anecdotes, and thoughts about topics that arise in their daily practice. Last year, we received so much feedback on the first two blogs relating to New Year's resolutions that we have decided to add a third.
Board Diversity: Nasdaq Clarifies Timing for New Rules
A few days ago, Nasdaq filed a rule change with the SEC that was declared effective immediately. This rule change was filed to simplify the deadline language of the board diversity listing standards that were adopted in August 2021.
Preparing for the 2023 Public Company Reporting Season
In anticipation of the upcoming annual reporting and proxy season, this comprehensive new Update from Allison Handy, Erin Gordon, Kristina Daniels, Andrew Pence and Ken Nelson highlight the most significant new rules, policy changes, and proposed rules that you
Understanding the XBRL Requirement for the SEC's New Pay vs. Performance Rules
Recently, Toppan Merrill recorded this half-hour video about the XBRL requirement for the SEC's new Pay vs. Performance rules (access to the video is free, but registration is required).
SEC Adopts Amendments to Rule 10b5-1: 8 Things to Know
Yesterday, the SEC adopted new rules that:
Non-GAAP: Corp Fin Updates Its CDIs
Yesterday, Corp Fin announced it has updated its non-GAAP CDIs, some of which are entirely new CDIs and some of which involve modifying existing ones.
Video Archive: “Proxy Season Roundtable – What You Need To Know Now”
Here's the video archive for the webcast from last week—"Proxy Season Roundtable – What You Need to Know Now"—featuring
Understanding the SEC's New Clawback Rules
Check out this new Update from Sue Morgan, Kelly Reinholdtsen, and Susan Daley to learn all you need to know about the SEC's new clawback rules...
Corp Fin Issues Three More “Universal Proxy” CDIs
A few days ago, Corp Fin issued three more CDIs related to universal proxy.
Next Wednesday! The SEC Intends to Adopt Rule 10b5-1 Amendments!
The SEC has calendared an open Commission meeting for next Wednesday, December 14th when it will consider no fewer than five rulemakings.
SEC Settles “Record Penalty” Reg FD Case
As I've been covering the SEC doing this blogging thing for quite a while now, I can tell you on good authority that the SEC's Enforcement Division has averaged roughly one Reg FD case per year since FD was adopted in the year 2000.
ISS Finalizes Voting Policy Changes for 2023
About a month after proposing changes to its voting policies, ISS announced its updated 2023 voting policies last week (here is the final policy updates — and here
Understanding “Group” Decision-Making to Improve Board Behavior
Here's a tip from the sixth edition of our popular publication The Public Company Handbook, which is an easy-to-read guide that provides practical insights regarding legal and other board management issues facing public—or soon-to-be-public—companies.