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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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March 21, 2022

Sticking With a Manual Signature Process: Don’t Laugh

Following up my recent e-signature blog with something light here. You waited twenty years. Twenty years since Congress enacted the E-Sign Act - and then you found out that the relief in that law didn't apply to the SEC.

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March 18, 2022

Corp Fin Director Renee Jones Talks Shareholder Proposals

Last week, Corp Fin Director Renee Jones delivered this speech at CII's Spring Meeting. It was notable for a variety of reasons, perhaps foremost in that CII's Spring Meeting was held in-person!

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March 16, 2022

The SEC’s Chief Accountant Talks “Materiality”

Any time that the SEC Staff talks "materiality," it's worth listening given the importance of that determination.

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March 15, 2022

Internal Investigations: Quest for Investigative Search Terms

Following up on our recent blog in a series about internal investigations, let us start this one by noting that this problem is real.

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March 14, 2022

In-House Corner: Keeping Sane (Or Not) During Proxy Season – Part 2

This feature of our blog is where our in-house readers share tips, anecdotes and thoughts about things that come up in their daily practice.

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March 11, 2022

The SEC Will Propose Climate Disclosure Rules on March 21st...

The SEC has scheduled an open Commission meeting to propose climate disclosure rules - set for Monday, March 21st.

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March 10, 2022

The SEC Proposes Cybersecurity Disclosure Rules! 4 Things to Know

Yesterday, the SEC proposed cybersecurity disclosure rules. Here's the 129-page proposing release - and here's the fact sheet.

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March 9, 2022

SEC Proposing New Cybersecurity (& Climate) Rules Imminently!

With the proxy season in full swing for those with a 12/31 fiscal year-end, it's not an ideal time to stay abreast of impactful new rule proposals.

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March 8, 2022

Internal Investigations: Pressure to Turn Over Sensitive Information

Following up on our recent blog as part of a series about internal investigations, some privilege waiver concerns have rarely received much attention.

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March 7, 2022

In-House Corner: Using Proxy Solicitors

This feature of our blog is where our in-house readers share tips, anecdotes and thoughts about things that come up in their daily practice. This particular batch of thoughts is about entering into – and managing a relationship with – a proxy solicitor [feel free to ping me and share your thoughts – they will be posted anonymously or with attribution, whichever you desire]:

1.

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March 4, 2022

Don’t Forget to Update Your Proxy Statement Cover Page!

As many companies are in the midst of preparing - and filing - proxy statements for their upcoming annual meetings, some may be overlooking a recent form change.

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March 3, 2022

In-House Corner: Keeping Sane (Or Not) During Proxy Season

This feature of our blog is where our in-house readers share tips, anecdotes and thoughts about things that come up in their daily practice.

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March 2, 2022

E-Signatures for SEC Filings: 4 Things to Ask Yourself Now

One of the stranger things during the height of the pandemic was ordering take-out and when I went to pick it up, they asked me to sign the receipt. With a pen that many others had touched. Why? Why! What do they do with all those receipts anyway? Don't they know that over time, my signature has been worn down to merely a squiggly line. Let's call it a tilde. This thing > ~.

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March 1, 2022

Protecting Privilege in Internal Investigations: Understanding the Ask

To kick off our series of blogs about internal investigations, let us note that rarely does a week pass in a white collar investigation - or in an SEC-regulatory outside counsel's life - that an auditor or government enforcement attorney does not request some interim (or final) read-out.

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February 28, 2022

The Pros (and Cons) of Using Precedent for Governance Documents

Lawyers use precedent documents all the time. Outsiders may say it's done out of laziness, but there's much more to it. Here are three reasons why precedent documents are your friend when rethinking your board committee charters and corporate governance guidelines: 1.