Blogs

man walking up spiral concrete staircase

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.

Subscribe

Placeholder image

July 29, 2021

Multiple Classes of Stock: Form 4 Reporting & Short Swing Matching

As companies continue to go public with dual classes of stock - SEC and proxy advisory firm scrutiny aside - questions arise around Form 4 reporting and short-swing profit recovery rules. For example, do you need to include all classes of stock on a Form 4 if you're only reporting a transaction in one class?

Placeholder image

July 28, 2021

The Art of Responding to Corp Fin Comments: What Not to Do

It's important to know what to do when dealing with SEC Staff comments on your filings. But it's just as important to know what not to do! Here are some pro tips to consider:

Don't Rush the Process - The comment letter will typically state that you have you 10 business days to respond to the comments.

Placeholder image

July 27, 2021

Why You Might Not Want to Join Your Friend’s Non-Profit Board

When your friends and family learn that you have some background in corporate governance, you might get that request to help them out by joining their non-profit board. Since it is your area of expertise, your understandable kneejerk reaction may be just what mine so often is, "of course, I'm happy to help." But should you temper your enthusiasm?

Placeholder image

July 26, 2021

What’s the Value of a Comment Letter on a SEC Rulemaking? 6 Things to Know

With over 6000 comment letters being submitted on the SEC's request for comment on a possible climate disclosure rulemaking, it might be a good time to examine whether it's worth the hassle of submitting a comment letter. Let's start with a little primer about the comment letter process.

Placeholder image

July 22, 2021

10 Nuggets from BlackRock’s 2021 Stewardship Report

We've now got our hot little hands – well, my hands aren't little – on BlackRock's 2021 Investment Stewardship report and it's weighing in at 76 pages. Yes, there is an Executive Summary – but it's 15 pages long - so I'm going to spoon-feed you with these 10 nuggets:

Placeholder image

July 21, 2021

4 Things to Consider When a Director Mulls Leaving the Board

Following up on my blog about directors departing when the going gets tough, let me back up a little and comb through what might go through a director's mind before deciding to leave a board. The director is close to the edge. The crisis is unrelenting.

Placeholder image

July 20, 2021

The Loneliness of Making the Materiality Decision

You're sitting in your office staring at your fern when it dawns on you. It's all you, dude. The buck stops here. You remember the law school lessons. TSC Industries v. Northway in 1976. That case has its own Wikipedia page, for heaven's sake.

Placeholder image

July 19, 2021

“We’ve Got a New Line of Business.” The Real-World Disclosure Ramifications

Following up on my blog about dabbling with a new business line, perhaps your company is trying its hand at something new. Is it a big deal?

Placeholder image

July 15, 2021

No Summer Slump at the SEC: ESG Board Duties, Exams, Rulemaking & Skepticism

In this entry on our firm's "Asset Management ADVocate" blog penned by Gwen Williamson, you can catch up by learning about a bunch of ESG-related musings by those at the SEC. Here's an excerpt from that blog:

Placeholder image

July 14, 2021

Taking Action as the "Materiality" Debate in the Sustainability Context Continues

Yesterday, my partner Kevin Feldis and I pushed out this client update as part of Perkins Coie's "Summer Sustainability Series" talking about materiality of ESG disc

Placeholder image

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

Placeholder image

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.

Placeholder image

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.

Placeholder image

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.

Placeholder image

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.