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. Subscribe 🡢
![Microphone Meeting](/sites/default/files/styles/widescreen_16x9_460x259_1x/public/2024-08/Meeting_Microphone.jpg?itok=hi6dPtiw)
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.
![Conference Room](/sites/default/files/styles/widescreen_16x9_460x259_1x/public/2024-08/Conference_Room.jpg?itok=1gKyE-AN)
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
![People sitting in front of a laptop](/sites/default/files/styles/widescreen_16x9_460x259_1x/public/2024-08/Labor%20and%20Employment_Laptops.jpg?itok=fCPS6n7J)
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.
![Corporate Boardroom](/sites/default/files/styles/widescreen_16x9_460x259_1x/public/2024-08/Corporate_Boardroom_Carousel.jpg?itok=-3tOOFpo)
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.
![Pen with business report on financial advisor desk. Concept of business planning , accounting.](/sites/default/files/styles/widescreen_16x9_460x259_1x/public/2024-08/OfficeDesk.jpg?itok=Nulc0SPF)
DOJ Pilot Program Changes Calculus on Corporate Self-Disclosure
Here's the intro from this Client Update: "The Criminal Division of the U.S.
![Employees in the Office](/sites/default/files/styles/widescreen_16x9_460x259_1x/public/2024-08/Employees_Office.jpg?itok=GDOtYAyC)
The Corporate Secretary: Being the Hub for Information
Here's the third of the 21 hats that the corporate secretary wears (here's the blog about the second hat): "You're in the middle of the spider web.
![Supreme Court](/sites/default/files/styles/widescreen_16x9_460x259_1x/public/2024-08/Supreme_Court_2.jpg?itok=p94yZdnd)
8 Things to Know Right Now
Here's our latest edition of our monthly feature – a quick snapshot of recent developments:
![conference](/sites/default/files/styles/widescreen_16x9_460x259_1x/public/2024-07/Conference%20Office.jpg?itok=ZEjZc_kU)
PCAOB’s Proposal Would Shed Additional Sunlight on Auditor Firmwide and Engagement Practices
Earlier this month, the PCAOB proposed rules requiring enhanced and standardized disclosure relating to public companies, with the intent of providing investors and other
![Office and Employees](/sites/default/files/styles/widescreen_16x9_460x259_1x/public/2024-08/Office-Employees-Walking.jpg?itok=m5hLlO5c)
FTC Bans Employee Noncompete Agreements; Challenges Expected
Here's the teaser from this Client Update: "On April 23, 2024, the U.S. Federal Trade Commission voted 3-2 to ban the use of nearly all noncompete agreements in America's for-profit businesses (with only a few narrow exceptions).
![Pillars of a courthouse](/sites/default/files/styles/widescreen_16x9_460x259_1x/public/2024-08/Court_Pillars.jpg?itok=RoFQwkkM)
Climate Disclosure: The Latest Maneuvering
![Employees in the Office](/sites/default/files/styles/widescreen_16x9_460x259_1x/public/2024-08/Employees_Office.jpg?itok=GDOtYAyC)
The Corporate Secretary: Being Organized
This is the second of the 21 hats that the corporate secretary wears (here's the blog about the first hat): When you're wearing 21 hats, you'd better be organized. Otherwise, there's no way you can cope with all that you need to handle.
![Office with Desks and Computers](/sites/default/files/styles/widescreen_16x9_460x259_1x/public/2024-08/Office_Desks.jpg?itok=YWpRIz6Y)
5 Tips to Help You Become a Better Blogger
Here's something that I penned for "Insights" two years ago for my 20th year anniversary as a securities law blogger - it will be 22 years next week! Given my experience, I thought I would share a few ideas about what it takes to become a blogger that people will enjoy:
![Technology Grid](/sites/default/files/styles/widescreen_16x9_460x259_1x/public/2024-08/Technology_Grid.jpg?itok=smh1fuRs)
The Corp Fin Staff Speaks on Cyber and AI Disclosures: 5 Things
A few weeks ago, PLI held its annual "SEC Speaks" in DC and this year was more interesting than usual given all the rulemaking the SEC has done recently.
![Buildings Stores](/sites/default/files/styles/widescreen_16x9_460x259_1x/public/2024-08/Buildings%20Stores.jpg?itok=Ir7QgvuE)
Shareholder Proposals: Climate is Still a Big Target
This Reuters article draws on these stats provided by Ceres that re
![Blue Hour, United States Supreme Court Building, Washington DC, America](/sites/default/files/styles/widescreen_16x9_460x259_1x/public/2024-08/SupremeCourtOutside.jpg?itok=jKtdh31F)
SCOTUS on MD&A: “Pure Omissions” Not Actionable Under Rule 10b-5
The Supreme Court speaks on MD&A! Last Friday, SCOTUS delivered an opinion that addressed MD&A - in Macquarie Infrastructure Corp. v.