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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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The SEC’s Asset Management Advisory Committee’s ESG Disclosure Recommendations: 5 Things to Know

 A few days ago, the SEC's Asset Management Advisory Committee adopted a set of five recommendations about ESG disclosures. View blog post
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Director Departures: Getting Out While the Going is Not Good

 "I can't sleep at night.  I don't agree with much of what is being said and done. I want to be responsible, but I am just not comfortable." Over the years, I've heard this story from a lot of my director clients. I get asked: "What is my moral obligation to stay on the board?" It's a good question - and good directors should be asking that. View blog post
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Are You Conducting Cyber Breach Fire Drills Yet?

 When I was a kid growing up in Chicago, our school would have periodic "atomic bomb" drills – which really was just another fire drill under another name. We would line up and dutifully head outside into the snow. View blog post
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The Art of Responding to Corp Fin Comments: What to Do

 Following up on my recent blog about the basics of the Corp Fin comment process, you should know that effectively responding to SEC comments is part art and part science. View blog post
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Should Your Law Firm Have a Theme Song?

 Shortly after I joined Perkins Coie, my wife came up with a cute little number that she sings to me called "Perkins Coie Nights." It's more "Nights on Broadway," (sung by the Bee Gees), than "Boogie Nights" (sung by Heatwave). My wife has a fabulous voice. Me? Not so much. Anyway, that got me to thinking – does your law firm have a theme song? View blog post
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Dabbling With a New Business Line? First Steps for the SEC Disclosure Lawyer

 There's nothing as constant as change. Like a company's decision to try something new to offer to customers. This type of thing pops up eventually for every company. And it can happen often, too. Maybe even once or twice per year. Disclosure lawyers can get pretty comfortable. Perhaps too much so. View blog post
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The SEC’s SolarWinds Enforcement FAQs

 Earlier this week, we blogged about the SEC's SolarWinds enforcement inquiries. View blog post
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Is a SPAC an IPO? Thoughts on a Congressional “Forward-Looking Statement” Bill

 Back in April, we discussed the statement from John Coates (then-Acting Director of the SEC's Division of Corporation Finance; now the SEC's General Couns View blog post
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The SEC’s SolarWinds Enforcement Sweep: What You Need to Do Now

 In the past week, you may have received a request for information from the SEC's Enforcement Division relating to the compromise of software made by SolarWinds Corp. Widely publicized in December 2020, hackers exploited a vulnerability in the software to gain access to the operating systems of several companies. View blog post
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The NYSE Changes Its Related Party Transaction Rule: 4 Things to Do Now

 This one may be a "sleeper" rule change for you. View blog post
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Yeah, I’ve Got a Footnote Philosophy for Form 4s

 I'm into footnotes for Section 16 reports. They help provide clarity and eliminate confusion. They help companies look like they're not hiding the ball. View blog post
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Archived Webinar: "The ESG Cutting Edge - Reporting & Engagement"

 We just posted the archive for our popular 60-minute webinar: "The ESG Cutting Edge: Reporting & Engagement." Our panelists - Jason Day, Allison Handy, Joe Bailey, Gwen Williamson and myself - covered 30 topics in a lightning round-robin format. View blog post
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Corp Fin Gets a New Director: Renee Jones

 Yesterday, the SEC announced that Professor Renee Jones had been hired as the Director for the Division of Corporation Finance (here is Renee's bio at Boston College Law School). View blog post
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The SEC’s Latest Reg Flex Agenda: A Baker’s Dozen

 On Friday, the SEC released its latest Reg Flex Agenda. View blog post
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12 Surprising Developments This Proxy Season

 This proxy season did not disappoint in the surprising department. View blog post
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