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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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July 6, 2021

The Art of Responding to Corp Fin Comments: What to Do

Following up on my recent blog about the basics of the Corp Fin comment process, you should know that effectively responding to SEC comments is part art and part science.

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June 29, 2021

Should Your Law Firm Have a Theme Song?

Shortly after I joined Perkins Coie, my wife came up with a cute little number that she sings to me called "Perkins Coie Nights." It's more "Nights on Broadway," (sung by the Bee Gees), than "Boogie Nights" (sung by Heatwave). My wife has a fabulous voice. Me? Not so much. Anyway, that got me to thinking – does your law firm have a theme song?

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June 28, 2021

Dabbling With a New Business Line? First Steps for the SEC Disclosure Lawyer

There's nothing as constant as change. Like a company's decision to try something new to offer to customers. This type of thing pops up eventually for every company. And it can happen often, too. Maybe even once or twice per year. Disclosure lawyers can get pretty comfortable. Perhaps too much so.

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June 25, 2021

The SEC’s SolarWinds Enforcement FAQs

Earlier this week, we blogged about the SEC's SolarWinds enforcement inquiries.

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June 24, 2021

Is a SPAC an IPO? Thoughts on a Congressional “Forward-Looking Statement” Bill

Back in April, we discussed the statement from John Coates (then-Acting Director of the SEC's Division of Corporation Finance; now the SEC's General Couns

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June 23, 2021

The SEC’s SolarWinds Enforcement Sweep: What You Need to Do Now

In the past week, you may have received a request for information from the SEC's Enforcement Division relating to the compromise of software made by SolarWinds Corp. Widely publicized in December 2020, hackers exploited a vulnerability in the software to gain access to the operating systems of several companies.

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June 22, 2021

The NYSE Changes Its Related Party Transaction Rule: 4 Things to Do Now

This one may be a "sleeper" rule change for you.

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June 21, 2021

Yeah, I’ve Got a Footnote Philosophy for Form 4s

I'm into footnotes for Section 16 reports. They help provide clarity and eliminate confusion. They help companies look like they're not hiding the ball.

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June 16, 2021

Archived Webinar: "The ESG Cutting Edge - Reporting & Engagement"

We just posted the archive for our popular 60-minute webinar: "The ESG Cutting Edge: Reporting & Engagement." Our panelists - Jason Day, Allison Handy, Joe Bailey, Gwen Williamson and myself - covered 30 topics in a lightning round-robin format.

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June 15, 2021

Corp Fin Gets a New Director: Renee Jones

Yesterday, the SEC announced that Professor Renee Jones had been hired as the Director for the Division of Corporation Finance (here is Renee's bio at Boston College Law School).

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June 14, 2021

The SEC’s Latest Reg Flex Agenda: A Baker’s Dozen

On Friday, the SEC released its latest Reg Flex Agenda.

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June 11, 2021

12 Surprising Developments This Proxy Season

This proxy season did not disappoint in the surprising department.

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June 9, 2021

For the Uninitiated, The Basics of the Corp Fin Comment Process

The Caller ID shows the SEC calling from a "202" area code. A small pit forms in your stomach.

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June 8, 2021

Three Things About SEC Chair Gensler's Rule 10b5-1 Speech

SEC Chair Gary Gensler gave a speech yesterday in which he talked about his request to the Staff that they make recommendations to the Commissioners regarding "freshening up" Rule 10b5-1.

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June 7, 2021

Three Things to Know About “Public Chatter”

We're very excited to bring our new site to you: "Public Chatter." Here are three things you should know:

Our New Daily Blog

We'll be blogging daily, writing in a conversational style that we hope you find engaging and easy to read.