Public Chatter
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.

Corp Fin Director Gerding Speaks on "State of Disclosure Review"
Corp Fin Director Erik Gerding has been busy providing us with a lot of transparency in recent months about all sorts of things. In this new statement, Erik essentially puts the remarks from the Corp Fin Staff during the "SEC Speaks" conference in writing.

Corp Fin Clarifies That Companies Can Share Cyber Incident Information With Third-Parties Beyond 8-K Disclosure
Following on the heels of his statement last month clarifying that companies should not file Form 8-K under Item 1.05 in connection with a cybersecurity incident that they have determined isn't material or for which they have not yet made a materiality

Results from First Year of Effectiveness of Nasdaq’s Board Diversity Objective
As we await the decision of the en banc Fifth Circuit about whether the Nasdaq's board diversity rule will survive, check out this recap of board diversity data in the first year that the board diversity objective of Nasdaq's rule applied per this

The SEC’s Climate Rules: Item 1502(c)’s Strategy, Financial Planning and Capital Allocation Considerations from Climate Risks
This is the latest in our series of blogs breaking down the SEC's new climate risk disclosure rules.

SEC Warns “Be Mindful About Your EPS XBRL Tagging”
Recently, the SEC's Office of Structured Disclosure warned in this statement that some companies are incorrectly tagging basic and diluted earnings-per-share data in XBRL. Without fixing the tags, apparently the data is useless to end users.

The Latest on Cooperation With the SEC Enforcement Staff
It's easy not to keep up with the latest pronouncements from the SEC Enforcement Staff about what is appropriate cooperation that earns you points when it comes to negotiating a settlement with the Staff. That's because you have enough on your hands without bothering to learn about something that isn't relevant to you.

8 Things to Know Right Now
Here's our latest edition of our monthly feature – a quick snapshot of recent developments:

The IASB Giveth, and the SEC Potentially Taketh Away: SEC Staff Addresses Reduced Level of Subsidiary Disclosures for Certain Foreign Private Issuers
Recently, SEC Corp Fin Director Erik Gerding and Chief Accountant Paul Munter took the fairly unusual step by issuing this joint statement about how to apply new IFRS 19 to SEC filings made by certain subsidiaries of foreign privat

States Begin To Regulate AI in Absence of Federal Legislation
Here is the teaser about this Client Update: "Since the European Union seized the early global lead in regulating artificial intelligence, the U.S. Congress has made noise about the need for federal AI legislation, but progress has been slow.

Corp Fin Director Erik Gerding Issues “Cyber Materiality” Statement
Yesterday, Corp Fin Director Erik Gerding issued a statement to clarify that a company should not file Form 8-K under Item 1.05 in connection with a cybersecurity incident that it has determined is not material or for which it has not yet made a materiality determination.

Shareholder Proposals: More Companies Seek No-Action Relief and Get It
Following up on my blog about the types of shareholder proposals being submitted to companies this year, here are a few interesting Corp Fin no-action statistics drawn from

Deja Vu All Over (and Over) Again? Dodd-Frank’s Financial Institution Incentive Pay Rules Re-Proposed (But Not by the SEC)
It's strange enough that the proposal for financial institutions to limit incentive pay remains unimplemented 14 years after Section 956 of Dodd-Frank mandated it, but it's perhaps as strange that a group of banking regulators just re-proposed draft rules from 2016 and that the SEC is not among the agencies that re-proposed the rules.

Audit Firm Settles SEC Fraud Charges and Agrees to Permanent Suspension
The circumstances leading the SEC to charge a small independent auditor with "massive fraud" are egregious and not likely to be duplicated elsewhere. But the SEC's action provides a reminder for audit committees' role in overseeing the independent auditor.

DOJ Pilot Program Changes Calculus on Corporate Self-Disclosure
Here's the intro from this Client Update: "The Criminal Division of the U.S.

8 Things to Know Right Now
Here's our latest edition of our monthly feature – a quick snapshot of recent developments: