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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.   

Pillars of a courthouse
December 16, 2024

Nasdaq Board Diversity Rules Vacated; SEC Approval Found “Arbitrary and Capricious”

In a 9-8 decision on December 10, 2024, the U.S. Court of Appeals for the Fifth Circuit struck down Nasdaq’s efforts to promote diversity on public company boards. The case, Alliance for Fair Board Recruitment v.

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Board of Directors/Conference
November 25, 2024 Programs

Upcoming Webcast: “Proxy Season Roundtable: Preparing for 2025”

Join us for our webcast—“Proxy Season Roundtable: Preparing for 2025”—set for Tuesday, December 17  (10:00 a.m. PT; 11:00 a.m. MT; 12:00 p.m. CT; 1:00 p.m. ET).

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Gavel on desk in courtroom
November 21, 2024

Glass Lewis Voting Policy Changes for 2025: 8 Things to Know

Recently, Glass Lewis announced the release of its 2025 U.S.

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Pillars of a courthouse
November 18, 2024

SEC Addresses Expected Changes and Continuing Priorities Post-Election

On November 6, senior officials from the U.S. Securities and Exchange Commission (SEC) Division of Enforcement spoke at the Securities Enforcement Forum D.C. 2024, addressing anticipated leadership changes and enforcement priorities at the SEC.

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Security
November 8, 2024

Dissenting Commissioners’ Statement in SEC Cyber Disclosure Enforcement Actions May Forecast Change Ahead

In late October, the SEC announced settled enforcement actions against four public companies, all stemming from impacts from the compromise of SolarWinds’ Orion software. Each order included allegations that the applicable company provided materially misleading statements and/or omissions regarding its cybersecurity risks and incidents related to the compromise of SolarWinds’ software. One also alleged violations related to disclosure controls and procedures. The civil penalties to be paid by the companies ranged from $990,000 to $4 million. View blog post
Two Buildings
October 16, 2024

SEC Sweep of Late Beneficial Ownership Filings

In late September, the SEC announced a sweep of settled charges for late beneficial ownership and insider transaction filings, including over $3.8 million in penalties against individuals and companies. This sweep was similar to one announced in late September 2023 and underscores the SEC’s continued focus on compliance with beneficial ownership reporting obligations. The charges related to failures to file or late filings of Schedules 13D and 13G for beneficial owners of more than 5% of a company’s stock; Forms 3, 4, and 5 for Section 16 reporting persons; and Form 13F for institutional investment managers. View blog post
Handshake
October 15, 2024

Are Public Companies Required to Have a Principal Accounting Officer?

I was recently asked whether public companies are required, as a technical matter, to have principal accounting officers (PAOs). View blog post
Environment Climate
October 4, 2024

California Updates Climate Disclosure Rules

The California legislature recently made a few minor changes to its climate-related disclosure rules. View blog post
Digital stock ticker
October 3, 2024

Does Withholding of Taxes for an RSU Vesting Require Item 703 Disclosure?

Item 703 of Regulation S-K requires, among other things, tabular disclosure of any purchase made by an issuer of shares that are registered under Section 12 of the Exchange Act. In our regular review of 10-K and 10-Q Item 703 repurchase tables, clients often ask, “Do we need to be including shares withheld to cover taxes upon vesting of an RSU award?” View blog post
Money Cash
October 2, 2024

SEC Registration Fees Increase by 3.7%

Well, the SEC’s registration filing fees keep going up. View blog post
Court Gavel
September 17, 2024 Quick Alerts

Whistleblower Protection Remains SEC Priority

Last week, the SEC announced settled charges against seven public companies for use of agreements that the SEC alleges have provisions that violate the whistleblower protection rule. 

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Pillars of a courthouse
September 16, 2024

The Tide Continues to Turn on ESG

As Bloomberg Law recently reported, the SEC quietly disbanded its Climate and ESG Task Force, which had been active since March 2021 and played a key role in bringing enforcement actions against misleading environmental, social, and governance disclosures.  

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financial dashboard
September 9, 2024

Updating Your Description of Securities Exhibit

As summer turns into fall and in-house lawyers start thinking ahead to the upcoming 10-K filing season, we’re often asked to review and update the description of securities exhibit(s) required to be filed with Form 10-K by Item 601(b)(4)(vi) of Regulation S-K. 

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Pillars of a courthouse
September 6, 2024

SEC Chair Gensler Office Hours Video: AI Disclosures

AI seems to be everywhere at the moment. 

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a building with green rooftops
August 29, 2024

Sustainability Considerations for Retail and Consumer Products Companies

Sustainability is a constant refrain for many companies in the current business environment. 

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