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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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January 24, 2024 Quick Alerts

Corp Fin Doesn’t Grant No-Action Relief for “AI Transparency” Proposals

One new type of shareholder proposal this proxy season relates to the transparency of a company's use of – and investment in – artificial intelligence, including how the company is managing any financial and "public welfare" risks related to AI. It has been reported that at least a half dozen companies have received this type of proposal so far.

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January 23, 2024 Quick Alerts

Corp Fin Provides Guidance on Extension of Expiring Old Confidential Treatment Requests

If you happen to have an outstanding confidential treatment request that was granted before Corp Fin updated the rules for confidential treatment requests in 2019 and 2020 – and that old CTR order is close to expiring – we have new guidance from Corp Fin about how to handle that expiring CTR order in this updated "

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Artificial Intelligence
January 22, 2024 Quick Alerts

Recent Rulings in AI Copyright Lawsuits Shed Some Light, but Leave Many Questions

We've been posting content about AI legal issues that arise outside of the corporate & securities law context over the past few months because it's worth knowing how this important new technology is shaping the legal landscape.

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Education Library
January 18, 2024 Quick Alerts

ISS Releases a Bevy of FAQs on Six Topics

As we recently blogged, ISS barely changed its proxy voting guidelines for 2024. Now, ISS has issued a bunch of FAQs including (changes to the FAQs are shaded in yellow):

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January 17, 2024 Guides

A New Guide: "In-House Perspectives - Disclosure Practices"

In this "In-House Perspectives: Disclosure Practices" Guide, I have compiled the various "In-House Corners" in which our in-house readers have shared tips, anecdotes, and thoughts about topics that arise in their daily practice. The topics include:

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January 16, 2024 Quick Alerts

Corporate Transparency Act Applied to M&A

This excerpt from this Client Update explains why you should read the full Update: "Prospective buyers and target companies should carefully consider how these new CTA regulations may apply to the complicated corporate structures commonly used in mergers

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January 11, 2024

Corporate Transparency Act Will Require Disclosure of Senior Officers & Directors of Many US and Foreign Companies

Here's an excerpt from this new Client Update: "Beginning January 1, 2024, the CTA will require most entities formed in the United States to disclose to FinCEN information describing their "beneficial owners," which

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January 10, 2024 Quick Alerts

Shadow Trading: The SEC’s Latest Insider Trading Theory Takes Further Shape

Here's the conclusion from this "White Collar Briefly" bl

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January 9, 2024 Guides

A New Guide: "In-House Perspectives - Proxy Season"

In this "In-House Perspectives: Proxy Season" Guide, I have compiled the various "In-House Corners" in which our in-house readers have shared tips, anecdotes, and thoughts about topics that arise in their daily practice as they relate to the proxy season. The topics include:

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January 8, 2024

In-House Corner: New Year’s Resolutions—Part 4

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 our three blogs relating to New Year's resolutions that we have decided to do it again.

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January 4, 2024 Quick Alerts

ISS Barely Changes Its Proxy Voting Guidelines for 2024

Just before Christmas, ISS announced its 2024 Benchmark Policy Updates, which will be effective for meetings on or after February 1, 2024.

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January 3, 2024 Quick Alerts

8 Things to Know Right Now

Here's our latest edition of our monthly feature – a quick snapshot of recent developments:

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January 2, 2024 Quick Alerts

The Fifth Circuit Officially Vacates the SEC’s Share Repurchase Rule

As we have blogged about several times

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World Cybersecurity
December 19, 2023 Quick Alerts

Corp Fin Director Erik Gerding Speaks on Cyber Incident Disclosure

Yesterday, we blogged about four CDIs that Corp Fin issued last week on the "limited disclosure exception" to the obligation of reporting material cybersecurity incidents under Item 1.05 of Form 8-K.

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World Cybersecurity
December 18, 2023 Quick Alerts

Corp Fin (and the DOJ and FBI) Issue Cybersecurity “Limited Disclosure Exception” Guidance

We got some guidance from Corp Fin, the Department of Justice and the FBI last week related to the SEC's new cybersecurity disclosure rules adopted back in July (this blog covers what those rules require).

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