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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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February 2, 2022

Delaware Chancery’s First De-SPAC Decision: Four Take-Aways

In one of the first decisions to analyze fiduciary duty claims in the context of a SPAC merger, the Delaware Chancery Court recently sustained the legal viability of a putative shareholder class action brought against a SPAC's directors, officers, controlling shareholder, and financial advisor based on an allegedly false and misleading proxy statement.

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February 1, 2022

7 Tips for the Best Engagement Appearance You Can Pull Off

Following up on our series of shareholder engagement blogs, there's an abundance of tips online about how you can look your best when it comes to video meetings.

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January 31, 2022

In-House Corner: Shareholder Engagement

This feature of our blog is where our in-house readers share tips, anecdotes and thoughts about things that come up in their daily practice. This particular batch of thoughts is about shareholder engagement [feel free to ping me and share your thoughts – they will be posted anonymously or with attribution, whichever you desire]:

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January 27, 2022

In-House Corner: Proxy Drafting Tips – Part 2

This feature of our blog is where our in-house readers share tips, anecdotes and thoughts about things that come up in their daily practice.

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January 26, 2022

In-House Corner: Proxy Drafting Tips

This feature of our blog is where our in-house readers share tips, anecdotes and thoughts about things that come up in their daily practice. This particular batch of thoughts is about tips to improve the proxy drafting process [Part 2 coming soon; feel free to ping me and share your thoughts – they will be posted anonymously or with attribution, whichever you desire]:

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January 25, 2022

Vanguard’s Voting Guidelines: 5 Things to Know

On the heels of policy updates from State Street, we now have these policy updates from Vanguard. Here are five things to know: 1.

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January 24, 2022

Corp Fin Updates Covid Guidance for Annual Meetings Again

As we continue to experience the saga of this pandemic, Corp Fin recently updated its Covid guidance for annual shareholder meetings to refresh the section about shareholder proponents presenting their shareholder proposals at meetings.

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January 20, 2022

How to Land a Meeting with an Investor Who Doesn’t Want to Meet

Following up on our series of shareholder engagement blogs, if your company is on the smaller size, you might have trouble attracting the attention of someone who already invests in your company – but from whom you want to solicit their vote at the next shareholders m

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January 19, 2022

State Street's Voting Guidelines: 4 Things to Know

Last month, I blogged about BlackRock's latest proxy voting guidelines. We now have policy updates from State Street.

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January 18, 2022

What Should You Say to Investors When There’s Nothing Pressing

Following up on our series of shareholder engagement blogs, some years you'll be lucky and things are going swimmingly for the company and it doesn't seem like investors will want to meet. Investors often say that they don't want to meet just for the sake of meeting.

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January 13, 2022

How to Handle Unexpected Questions (This is the “Biggie”)

Following up on the series of shareholder engagement blogs that Broc is running this month, if your engagement team has done their homework, the meeting should go well. According to plan.

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January 12, 2022

Practice Your Smile (for Online Shareholder Engagement)

Following up on our series of shareholder engagement blogs, here's one that's bound to sound a little zany. Practice your online smile. More great advice from our firm's communications pro: Karen Lisko. Part of being persuasive, of being genuine, is being inviting and friendly.

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January 11, 2022

8 Things to Know About This Proxy Season

A few days ago, we posted this new client alert, that we authored along with Danielle Benderly and Chris Wassman - "Preparing for the 2022 Public Company Reporting Season" - during which we delved into these eight topics: 1. Form 10-K Disclosures 2.

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January 10, 2022

Most Important Word in Persuasion?

Following up on our series of shareholder engagement blogs, maybe you've been doing great during your shareholder engagement efforts. Maybe not.

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January 6, 2022

How to Ensure Those on Your Engagement Team Will Stay the Course

You'll soon see our blog about how to give a "non-answer" answer in the appropriate circumstances; this one is more about ensuring everyone on your engagement team - when meeting with investor stewardship teams - is providing consistent answers and is staying the path with the proper demeanor for your engagement. Here's a few suggestions about how to perhaps achieve this: 1.