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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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July 13, 2021

The Proxy Advisors Receive Their First Annual Report Card!

As we await the SEC's decision whether they will revisit the proxy advisor rules adopted last summer – which would require proxy advisors to meet new conditions near the end of this year – the

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July 12, 2021

The Tragic Story of the Form 4 Error That Required an Amendment

Okay, so it's not so tragic if you need to amend a Section 16 filing. On the whole, you want to avoid an amendment if you can. But it's not typically that big a deal if you need to. And if you need to, you need to. Sometimes there's a judgment call here. Some circumstances clearly require an amendment. Missed transaction? Gulp.

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July 9, 2021

The SEC’s Asset Management Advisory Committee’s ESG Disclosure Recommendations: 5 Things to Know

A few days ago, the SEC's Asset Management Advisory Committee adopted a set of five recommendations about ESG disclosures.

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July 8, 2021

Director Departures: Getting Out While the Going is Not Good

"I can't sleep at night. I don't agree with much of what is being said and done. I want to be responsible, but I am just not comfortable." Over the years, I've heard this story from a lot of my director clients. I get asked: "What is my moral obligation to stay on the board?" It's a good question - and good directors should be asking that.

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July 7, 2021

Are You Conducting Cyber Breach Fire Drills Yet?

When I was a kid growing up in Chicago, our school would have periodic "atomic bomb" drills – which really was just another fire drill under another name. We would line up and dutifully head outside into the snow.

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July 6, 2021

The Art of Responding to Corp Fin Comments: What to Do

Following up on my recent blog about the basics of the Corp Fin comment process, you should know that effectively responding to SEC comments is part art and part science.

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June 29, 2021

Should Your Law Firm Have a Theme Song?

Shortly after I joined Perkins Coie, my wife came up with a cute little number that she sings to me called "Perkins Coie Nights." It's more "Nights on Broadway," (sung by the Bee Gees), than "Boogie Nights" (sung by Heatwave). My wife has a fabulous voice. Me? Not so much. Anyway, that got me to thinking – does your law firm have a theme song?

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June 28, 2021

Dabbling With a New Business Line? First Steps for the SEC Disclosure Lawyer

There's nothing as constant as change. Like a company's decision to try something new to offer to customers. This type of thing pops up eventually for every company. And it can happen often, too. Maybe even once or twice per year. Disclosure lawyers can get pretty comfortable. Perhaps too much so.

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June 25, 2021

The SEC’s SolarWinds Enforcement FAQs

Earlier this week, we blogged about the SEC's SolarWinds enforcement inquiries.

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June 24, 2021

Is a SPAC an IPO? Thoughts on a Congressional “Forward-Looking Statement” Bill

Back in April, we discussed the statement from John Coates (then-Acting Director of the SEC's Division of Corporation Finance; now the SEC's General Couns

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June 23, 2021

The SEC’s SolarWinds Enforcement Sweep: What You Need to Do Now

In the past week, you may have received a request for information from the SEC's Enforcement Division relating to the compromise of software made by SolarWinds Corp. Widely publicized in December 2020, hackers exploited a vulnerability in the software to gain access to the operating systems of several companies.

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June 22, 2021

The NYSE Changes Its Related Party Transaction Rule: 4 Things to Do Now

This one may be a "sleeper" rule change for you.

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June 21, 2021

Yeah, I’ve Got a Footnote Philosophy for Form 4s

I'm into footnotes for Section 16 reports. They help provide clarity and eliminate confusion. They help companies look like they're not hiding the ball.

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June 16, 2021

Archived Webinar: "The ESG Cutting Edge - Reporting & Engagement"

We just posted the archive for our popular 60-minute webinar: "The ESG Cutting Edge: Reporting & Engagement." Our panelists - Jason Day, Allison Handy, Joe Bailey, Gwen Williamson and myself - covered 30 topics in a lightning round-robin format.

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June 15, 2021

Corp Fin Gets a New Director: Renee Jones

Yesterday, the SEC announced that Professor Renee Jones had been hired as the Director for the Division of Corporation Finance (here is Renee's bio at Boston College Law School).