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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.   

Microphone Meeting
May 29, 2024 Quick Alerts

The IASB Giveth, and the SEC Potentially Taketh Away:  SEC Staff Addresses Reduced Level of Subsidiary Disclosures for Certain Foreign Private Issuers

Recently, SEC Corp Fin Director Erik Gerding and Chief Accountant Paul Munter took the fairly unusual step by issuing this joint statement about how to apply new IFRS 19 to SEC filings made by certain subsidiaries of foreign privat

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Man with Virtual Reality Headset
May 28, 2024 Quick Alerts

States Begin To Regulate AI in Absence of Federal Legislation

Here is the teaser about this Client Update: "Since the European Union seized the early global lead in regulating artificial intelligence, the U.S. Congress has made noise about the need for federal AI legislation, but progress has been slow.

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Microphone Meeting
May 22, 2024 Quick Alerts

Corp Fin Director Erik Gerding Issues “Cyber Materiality” Statement

Yesterday, Corp Fin Director Erik Gerding issued a statement to clarify that a company should not file Form 8-K under Item 1.05 in connection with a cybersecurity incident that it has determined is not material or for which it has not yet made a materiality determination.

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Conference Room
May 20, 2024 Quick Alerts

Shareholder Proposals: More Companies Seek No-Action Relief and Get It

Following up on my blog about the types of shareholder proposals being submitted to companies this year, here are a few interesting Corp Fin no-action statistics drawn from

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People sitting in front of a laptop
May 16, 2024 Quick Alerts

Deja Vu All Over (and Over) Again? Dodd-Frank’s Financial Institution Incentive Pay Rules Re-Proposed (But Not by the SEC)

It's strange enough that the proposal for financial institutions to limit incentive pay remains unimplemented 14 years after Section 956 of Dodd-Frank mandated it, but it's perhaps as strange that a group of banking regulators just re-proposed draft rules from 2016 and that the SEC is not among the agencies that re-proposed the rules.

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Corporate Boardroom
May 13, 2024 Quick Alerts

Audit Firm Settles SEC Fraud Charges and Agrees to Permanent Suspension

The circumstances leading the SEC to charge a small independent auditor with "massive fraud" are egregious and not likely to be duplicated elsewhere. But the SEC's action provides a reminder for audit committees' role in overseeing the independent auditor.

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Pen with business report on financial advisor desk. Concept of business planning , accounting.
May 8, 2024 Quick Alerts

DOJ Pilot Program Changes Calculus on Corporate Self-Disclosure

Here's the intro from this Client Update: "The Criminal Division of the U.S.

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Employees in the Office
May 7, 2024

The Corporate Secretary: Being the Hub for Information

Here's the third of the 21 hats that the corporate secretary wears (here's the blog about the second hat): "You're in the middle of the spider web.

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Supreme Court
April 30, 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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conference
April 29, 2024 Quick Alerts

PCAOB’s Proposal Would Shed Additional Sunlight on Auditor Firmwide and Engagement Practices

Earlier this month, the PCAOB proposed rules requiring enhanced and standardized disclosure relating to public companies, with the intent of providing investors and other

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Office and Employees
April 25, 2024 Quick Alerts

FTC Bans Employee Noncompete Agreements; Challenges Expected

Here's the teaser from this Client Update: "On April 23, 2024, the U.S. Federal Trade Commission voted 3-2 to ban the use of nearly all noncompete agreements in America's for-profit businesses (with only a few narrow exceptions).

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Pillars of a courthouse
April 24, 2024 Quick Alerts

Climate Disclosure: The Latest Maneuvering

There continues to be developments worth noting related to challenges to the SEC's climate disclosure rules. View blog post
Employees in the Office
April 23, 2024

The Corporate Secretary: Being Organized

This is the second of the 21 hats that the corporate secretary wears (here's the blog about the first hat): When you're wearing 21 hats, you'd better be organized. Otherwise, there's no way you can cope with all that you need to handle.

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Office with Desks and Computers
April 22, 2024

5 Tips to Help You Become a Better Blogger

Here's something that I penned for "Insights" two years ago for my 20th year anniversary as a securities law blogger - it will be 22 years next week! Given my experience, I thought I would share a few ideas about what it takes to become a blogger that people will enjoy:

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Technology Grid
April 18, 2024 Quick Alerts

The Corp Fin Staff Speaks on Cyber and AI Disclosures: 5 Things

A few weeks ago, PLI held its annual "SEC Speaks" in DC and this year was more interesting than usual given all the rulemaking the SEC has done recently.

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