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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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August 9, 2021

5 Things to Know About Nasdaq’s Board Diversity Disclosure Requirement

On Friday, the SEC issued this 82-page Order approving both Nasdaq's proposed board diversity disclosure requirement and a proposed board recruiting service proposal. Both of these proposals were originally proposed last December and then amended in February.

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August 5, 2021

Yes, You Can Disclaim Beneficial Ownership in a Form 4 in Appropriate Circumstances

Unless you're a diehard Section 16 fan, you might not realize that reporting securities as "indirectly owned through others" is not a binding admission of beneficial ownership. That can be a tough concept to grasp. It doesn't seem real sometimes. Although not common, there certainly are situations where the extent of an insider's beneficial ownership isn't clear.

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August 4, 2021

The Enjoyable Transition to Deliberate & Intentional Business Travel

I never thought I'd miss business travel. Not taking a business trip for over a year has been as big of a change to my routine as working from home. With clients all over the country, plus law firm leadership responsibilities, I used to travel a lot, and probably flew somewhere almost once a week.

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August 3, 2021

The In-House Lawyer and the New Business Line’s Marketing Machine

Following up on my latest blog, Broc and I were mulling over the important question: "how does the publicity about a new line of business look in SEC filings compared to the marketing machine?" Obviously, the two different communication channels serve differ

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August 2, 2021

The Quorum Problem for Smaller Companies is Growing

Recently, I was talking to Steve Pantina, who is co-founder and CEO of Proxy Analytics.

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July 29, 2021

Multiple Classes of Stock: Form 4 Reporting & Short Swing Matching

As companies continue to go public with dual classes of stock - SEC and proxy advisory firm scrutiny aside - questions arise around Form 4 reporting and short-swing profit recovery rules. For example, do you need to include all classes of stock on a Form 4 if you're only reporting a transaction in one class?

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July 28, 2021

The Art of Responding to Corp Fin Comments: What Not to Do

It's important to know what to do when dealing with SEC Staff comments on your filings. But it's just as important to know what not to do! Here are some pro tips to consider:

Don't Rush the Process - The comment letter will typically state that you have you 10 business days to respond to the comments.

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July 27, 2021

Why You Might Not Want to Join Your Friend’s Non-Profit Board

When your friends and family learn that you have some background in corporate governance, you might get that request to help them out by joining their non-profit board. Since it is your area of expertise, your understandable kneejerk reaction may be just what mine so often is, "of course, I'm happy to help." But should you temper your enthusiasm?

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July 26, 2021

What’s the Value of a Comment Letter on a SEC Rulemaking? 6 Things to Know

With over 6000 comment letters being submitted on the SEC's request for comment on a possible climate disclosure rulemaking, it might be a good time to examine whether it's worth the hassle of submitting a comment letter. Let's start with a little primer about the comment letter process.

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July 22, 2021

10 Nuggets from BlackRock’s 2021 Stewardship Report

We've now got our hot little hands – well, my hands aren't little – on BlackRock's 2021 Investment Stewardship report and it's weighing in at 76 pages.

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July 21, 2021

4 Things to Consider When a Director Mulls Leaving the Board

Following up on my blog about directors departing when the going gets tough, let me back up a little and comb through what might go through a director's mind before deciding to leave a board. The director is close to the edge. The crisis is unrelenting.

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July 20, 2021

The Loneliness of Making the Materiality Decision

You're sitting in your office staring at your fern when it dawns on you. It's all you, dude. The buck stops here. You remember the law school lessons. TSC Industries v. Northway in 1976. That case has its own Wikipedia page, for heaven's sake.

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July 19, 2021

“We’ve Got a New Line of Business.” The Real-World Disclosure Ramifications

Following up on my blog about dabbling with a new business line, perhaps your company is trying its hand at something new. Is it a big deal?

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July 15, 2021

No Summer Slump at the SEC: ESG Board Duties, Exams, Rulemaking & Skepticism

In this entry on our firm's "Asset Management ADVocate" blog penned by Gwen Williamson, you can catch up by learning about a bunch of ESG-related musings by those at the SEC.

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July 14, 2021

Taking Action as the "Materiality" Debate in the Sustainability Context Continues

Yesterday, my partner Kevin Feldis and I pushed out this client update as part of Perkins Coie's "Summer Sustainability Series" talking about materiality of ESG disc