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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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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.

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February 24, 2022

A New Guide: “Section 16 Gems for Your Mantelpiece”

Kelly Reinholdtsen has put her deep knowledge – of many decades – to use in putting together this excellent "Section 16 Gems for Your Mantelpiece" Guide. Check it out!

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February 23, 2022

Handling Divergent Interests of Directors By the Book

This blog follows up on a blog about handing a director's right to corporate information if the interests of that director diverge from that of the company. The general rule is the directors do indeed have a right to access company information.

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February 22, 2022

In-House Corner: Corp Fin Comments

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 handling comment letters sent by Corp Fin about corporate disclosures [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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February 17, 2022

7 Rules of Thumb for Subsidiary Governance

Subsidiary governance is not very sexy, but it can be a big problem if not done well. If you haven't worked with subsidiaries much, you might not realize how much paperwork can be involved. The inexperienced might not recognize the difficult issues – some of which are internal controls-related – that can arise about sub governance. A few things to note upfront.

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February 16, 2022

In-House Corner: Virtual Annual Meetings – Part 4

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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February 15, 2022

SEC Proposes Changes to Beneficial Ownership Reporting: 9 Things to Know

Last week, the SEC proposed changes to its beneficial reporting framework.

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February 14, 2022

How to Handle a Director’s Right to Corporate Information If Interests Diverge

On occasion, I'll get asked, "Does a director of a Delaware corporation have an 'unfettered right' to access corporate information?" This question typically arises in a variety of uncomfortable circumstances, such as the director in question being investigated - or perhaps a possible conflict of interest involving that director.

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February 10, 2022

Interview: The Process of Updating “The Public Company Handbook”

As someone who has authored quite a few legal treatises and paperbacks myself, I was curious what went on behind the scenes as my colleagues here at Perkins Coie updated their popular publication recently: "The Public Company Handbook." I sat down with

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February 9, 2022

Sneak Preview? SEC Chair Weighs in on Possible Cyber Disclosure Rulemaking

Recently, SEC Chair Gary Gensler delivered a speech about cybersecurity and a section of that speech was devoted to what public companies now disclose - and would be disclosing once the SEC ultimately adopts new cyber disclosure rules that it plans to propose in the near term - about their cybersecurit

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February 8, 2022

How Do You Determine the “Materiality” of an ESG Issue?

We can all agree that "materiality" decisions can be tough. The determinations tend to be highly subjective on the margins. In the gray areas. And that's just when you're trying to put yourself in the shoes of a "reasonable investor." What happens when it comes down to ESG and you're trying to apply a "double materiality" threshold?!?

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February 7, 2022

A Few Things NEVER to Do When Engaging with Institutional Investors

Recently, I blogged about the #1 thing to never do when engaging with ISS. Here are a few items you shouldn't do when engaging with your institutional investors: 1.

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February 3, 2022

One Thing NEVER to Do When Engaging with ISS

Following up on our series of shareholder engagement blogs, when engaging with ISS, there's one thing that is at the top of the "Never Do" list. That is mentioning that your company subscribes to the services of ISS Corporate Solutions.

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February 2, 2022

Delaware Chancery’s First De-SPAC Decision: Four Take-Aways

In one of the first decisions to analyze fiduciary duty claims in the context of a SPAC merger, the Delaware Chancery Court recently sustained the legal viability of a putative shareholder class action brought against a SPAC's directors, officers, controlling shareholder, and financial advisor based on an allegedly false and misleading proxy statement.

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February 1, 2022

7 Tips for the Best Engagement Appearance You Can Pull Off

Following up on our series of shareholder engagement blogs, there's an abundance of tips online about how you can look your best when it comes to video meetings.