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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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October 10, 2023

SCOTUS to Rule on MD&A Liability

Last month, the US Supreme Court granted certiorari to decide an MD&A liability case. The Supreme Court doesn't weigh in on public company disclosure often so this is a big deal.

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October 5, 2023 Programs

Video Archive: “The SEC’s New Cyber Disclosure Rules – What To Do Now”

We have posted the video archive for last week's webcast – "The SEC's New Cyber Disclosure Rules – What To Do Now" - during which three in-house practitioners shared a host of practice pointers in what was truly an amazing program.

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October 4, 2023 Quick Alerts

8 Things to Know Right Now

Here's our latest edition of our monthly feature – a quick snapshot of recent developments:

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October 3, 2023

If the Government Shuts Down, Corp Fin Will Barely Function

We barely avoided a federal government shutdown, but it still could happen 45 days hence since what Congress funded was a stopgap measure. If there is a shutdown in mid-November, the SEC would be operating in accordance with this operations plan.

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October 2, 2023

Corp Fin Issues 10 New & Revised “Pay vs. Performance” CDIs

Last week, Corp Fin issued nine new CDIs providing further guidance on S-K Item 402(v) pay vs. performance disclosures, supplementing the 15 CDIs issued back in February. These new CDIs include helpful clarifications on fair value calculation and other topics.

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September 28, 2023

An Interview with a General Counsel Worth Watching...

Check out this interview by Allison Handy with Highspot General Counsel Matt Boisen on the sidelines of the ABA Spring Meeting earlier this year for a wide-ranging discussion, including the growing use of generative AI and legal tech, collaborating with outside counsel

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September 27, 2023

The SEC Proposes to Enhance Edgar’s Security (On Your End)

A few weeks ago, the SEC proposed changes to Form ID and Regulation S-T in an effort to make Edgar more reliable. Here's the 146-page proposing release.

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September 26, 2023 Programs

Thursday's Webcast: “The SEC’s New Cyber Disclosure Rules – What To Do Now”

Join us in two days, on Thursday, September 28th (from 2:00-3:00 pm eastern) for a webcast – "The SEC's New Cyber Disclosure Rules – What To Do Now" – to gear up for the new SEC rules regarding cyber disclosure by learning a bevy of practical tips and getting up to speed on the ne

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World Cybersecurity
September 25, 2023

Updating Corporate and Cybersecurity Practices: Assessing Materiality of Cyber Incidents

In addition to the "Deep Dive Into the SEC's Materiality Trigger" Client Update that I blogged about last week, we now have a new Client Update by David Aaron entitled "

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September 21, 2023 Programs

Next Week's Webcast: “The SEC’s New Cyber Disclosure Rules – What To Do Now”

Join us in one week, on Thursday, September 28th (from 2:00-3:00 pm eastern) for a webcast – "The SEC's New Cyber Disclosure Rules – What To Do Now" – to gear up for the new SEC rules regarding cyber disclosure by learning a bevy of practical tips and getting up to speed on the ne

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Corporate Building
September 20, 2023

Corp Fin Warns on XBRL With “Sample Comment Letter”

Recently, Corp Fin posted this sample comment letter on XBRL disclosures in an effort to make companies more aware of a focus on improving the quality of XBRL data.

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Corporate Boardroom
September 19, 2023

In-House Corner: Board Presentations by Outside Parties - Part 3

In this blog feature, our in-house readers share tips, anecdotes, and thoughts about topics that arise in their daily practice.

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World Cybersecurity
September 18, 2023

A Deep Dive Into the SEC’s Materiality Trigger for Cybersecurity Incident Disclosures

Here is a Client Update from data security lawyers Andrew Pak and Rebecca Engrav that might help you when it comes to assessing the "materiality" of a cybersecurity incident under the SEC's new Item 1.05 of Form 8-K.

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September 14, 2023 Programs

Upcoming Webcast: “The SEC’s New Cyber Disclosure Rules – What To Do Now”

Join us in two weeks, on Thursday, September 28th (from 2:00-3:00 pm eastern) for a webcast – "The SEC's New Cyber Disclosure Rules – What To Do Now" – to gear up for the new SEC rules regarding cyber disclosure by learning a bevy of practical tips and getting up to speed on the n

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Financial Services & Investments
September 13, 2023

Nasdaq’s Rule Change Allows Board Committees to Approve Codes of Conduct Waivers

Last week, a Nasdaq rule change went effective immediately that now permits board committees to approve waivers of the code of conduct for directors or executive officers. This changes the rule that required full board approval for these types of waivers. Companies that want to take advantage of this rule change may need to update their committee charters to allow for it.

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