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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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In-House Corner: Shareholder Proposals

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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Nasdaq’s Board Diversity Rules: Four Rebuttals to the Opposition

Nasdaq's new board diversity rules approved by the SEC back in August drew a significant number of comments when initially proposed. The new rules seek to encourage listed companies to diversify their boards by establishing rules for disclosure of their current board diversity (Rule 5606) and s

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SEC Proposes Changes to How Funds Disclose How They Voted

In the making for a long time, the SEC proposed rules yesterday that would change how mutual funds disclose their proxy voting – and would require institutional investors to disclose their say-on-pay voting records for the first time.

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I’m a Director and We Need to Fix This. But What If Other Directors Stonewall?

Following up on my blog about a director finding out about impropriety at the company, perhaps the most painful scenario for a director who wants to do the right thing is one in which they find themselves very lonely. On an island.

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In-House Corner: Section 16 Compliance Reminders – Part 2

Last week, 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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How “Materiality” Will Ruin Your Life

"Ms. In-House Lawyer, can you tell me whether this is material?" If I hear that one more time (*shakes fist*).

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Corp Fin Posts 9 Sample Comments on Climate Disclosure

Earlier this year, then acting SEC Chair Allison Herren Lee directed Corp Fin to focus on climate disclosure. We weren't sure what would be the end result of such a review. Perhaps it will lead to a comprehensive report on how companies are faring.

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Nasdaq's New Board Diversity Rule: A Clash with State Statutes?

A few weeks ago, my colleague Allison Handy blogged about Nasdaq's new board diversity disclosure requirements, now approved by the SEC. The

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In-House Corner: Section 16 Compliance Reminders

Welcome to 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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What You Can (and Can’t) Say About ESG: FTC-Style

As a securities disclosure attorney, you probably spend far more time worried about the latest disclosure rules and guidance from the Securities & Exchange Commission than thinking about advertising laws enforced by the Federal Trade Commission (FTC). When it comes to ESG issues, it might be useful to know some basics because there could be times when there's an overlap.

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Making the Decision: Um, Is This “Material” or Not?

Your company has a pretty good risk management department. They're good at bubbling up all sorts of issues to consider. They're providing you with detailed analysis behind each of the risks. But they're not SEC lawyers. That's you.

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There’s Illegality? There’s Impropriety? “What Now” for a Director

Following up on my blog about the "leaving the board" roadmap, if you counsel directors as I have for many years, you're familiar with that frantic call from a newbie director when they first learn about some illegal - or improper - activity at their company.

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The Tricky World of Reporting Stock-Settled RSUs on Form 4s

Not too many choices exist in the technical world of Form 4 reporting. But there is a choice to be made for reporting grants of stock-settled, time-based restricted stock units (RSUs).

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The “Leaving the Board” Roadmap: What Are My Fiduciary Duties?

Director behavior is at the essence of a director's fiduciary duties. This is what Delaware courts love to write about in their opinions. That's easy for all the lawyers in the room to understand. But the notion of "fiduciary duties" is not a topic typically foremost on a director's mind. At least not until something like a director wanting to leave the board comes along.

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The Hard Truth About Disclosure Committees

Yes, my titles tend to be a tad dramatic (see my prior "materiality" blog). That's the way to draw eyeballs, right? But in this case, it is a hard truth.