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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 28, 2022

The SEC’s Climate Proposal: When Should Scope 3 Emissions Be Considered “Material”?

Following up on Allison's blog about the SEC's climate disclosure proposal and "materiality," this blog drills down deeper because under the SEC's proposal, companies would be required to make Scope 3 emissions disclosures – only if material (or if the compan

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March 25, 2022

Two Major Sustainability Standard Setters to Align! ISSB & GRI

We take a break in our blogging about the SEC's climate disclosure proposal to share some breaking news.

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March 24, 2022

The SEC’s Climate Proposal: Where Did We Wind Up With “Materiality”?

Leading up to the recent issuance of the SEC's climate disclosure proposal, there has been much debate regarding the definition of "materiality" – both outside the SEC and reportedly even within it.

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March 23, 2022

"How Much Is This Gonna Cost Us?" The SEC’s Climate Economic Analysis

Following up on Allison's blog about 9 things you should know about the SEC's climate rule proposal.

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March 22, 2022

SEC Proposes Climate Disclosure Rules: 9 Things to Know

Yesterday, as noted in this press release, the SEC proposed climate disclosure rules.

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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.