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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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January 11, 2023

Pay vs. Performance: How Might This New Disclosure Impact Voting?

During our recent webcast — "Proxy Season Roundtable: What You Need to Know Now" — Proxy Analytics' Steve Pantina joined Wendy Moore and Allison Handy to discuss the potential impact of the new pay vs. performance rules on this proxy season, at the 7:14 mark.

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January 10, 2023

Universal Proxy: Early Expectations?

During our recent webcast — "Proxy Season Roundtable: What You Need to Know Now" — Proxy Analytics' Steve Pantina joined Allison Handy at the 26:02 mark to discuss the potential impact of universal proxy on this proxy season.

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January 9, 2023

The SEC’s Final Climate Disclosure Rules: Appears to Be Coming Soon

The SEC's latest Reg Flex Agenda is out. And for those in the throes of the proxy season already, you may not want to read any further.

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January 5, 2023

BlackRock’s Proxy Voting Updates: Mostly Standing Pat

A few weeks ago, BlackRock released its 2023 proxy voting guidelines for U.S.

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January 4, 2023

In-House Corner: New Year’s Resolutions—Part 3

In this blog feature, our in-house readers share tips, anecdotes, and thoughts about topics that arise in their daily practice. Last year, we received so much feedback on the first two blogs relating to New Year's resolutions that we have decided to add a third.

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December 21, 2022

Board Diversity: Nasdaq Clarifies Timing for New Rules

A few days ago, Nasdaq filed a rule change with the SEC that was declared effective immediately. This rule change was filed to simplify the deadline language of the board diversity listing standards that were adopted in August 2021.

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December 20, 2022

Preparing for the 2023 Public Company Reporting Season

In anticipation of the upcoming annual reporting and proxy season, this comprehensive new Update from Allison Handy, Erin Gordon, Kristina Daniels, Andrew Pence and Ken Nelson highlight the most significant new rules, policy changes, and proposed rules that you

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December 19, 2022

Understanding the XBRL Requirement for the SEC's New Pay vs. Performance Rules

Recently, Toppan Merrill recorded this half-hour video about the XBRL requirement for the SEC's new Pay vs. Performance rules (access to the video is free, but registration is required).

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December 15, 2022

SEC Adopts Amendments to Rule 10b5-1: 8 Things to Know

Yesterday, the SEC adopted new rules that:

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December 14, 2022

Non-GAAP: Corp Fin Updates Its CDIs

Yesterday, Corp Fin announced it has updated its non-GAAP CDIs, some of which are entirely new CDIs and some of which involve modifying existing ones.

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December 13, 2022 Programs

Video Archive: “Proxy Season Roundtable – What You Need To Know Now”

Here's the video archive for the webcast from last week—"Proxy Season Roundtable – What You Need to Know Now"—featuring

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December 12, 2022

Understanding the SEC's New Clawback Rules

Check out this new Update from Sue Morgan, Kelly Reinholdtsen, and Susan Daley to learn all you need to know about the SEC's new clawback rules...

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December 9, 2022

Corp Fin Issues Three More “Universal Proxy” CDIs

A few days ago, Corp Fin issued three more CDIs related to universal proxy.

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December 8, 2022

Next Wednesday! The SEC Intends to Adopt Rule 10b5-1 Amendments!

The SEC has calendared an open Commission meeting for next Wednesday, December 14th when it will consider no fewer than five rulemakings.

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December 7, 2022

SEC Settles “Record Penalty” Reg FD Case

As I've been covering the SEC doing this blogging thing for quite a while now, I can tell you on good authority that the SEC's Enforcement Division has averaged roughly one Reg FD case per year since FD was adopted in the year 2000.

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