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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 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]:

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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.