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 New “Universal Proxy” CDI May Require Proxy Disclosure
As universal proxy kicks in (it applies to any shareholder meetings involving a director election starting today, September 1st), Corp Fin issued three CDIs regarding Rule 14a-19 last week.
A Section 16 Change That Some Might Have Missed (Way Back When)
The SEC (Finally) Adopts Pay-for-Performance Rules: 5 Things to Know
Twelve years in the making, the SEC adopted pay-for-performance (P4P) disclosure rules last week in the form of new Item 402(v) of Regulation S-K. Here's the 234-page adopting release.
6 Nuggets from BlackRock’s 2022 Stewardship Report
Last month, BlackRock published its 2022 Investment Stewardship report weighing in at 72 pages and covering engagements and voting from July 1, 2021 through June 30, 2022.
Pass-Through Voting: Top 5 Things to Be Thinking About Now
Earlier this year, BlackRock announced that it has expanded its Voting Choice program (pass-through voting) to BlackRock clients representing nearly half (47%) of its index equity assets globally, and that it plans to expand that program to all individual investors in
“Racial Equity Audit” Shareholder Proposals: 6 Things
During our recent webcast - "Proxy Season Post-Mortem – 20 Things" - at the 29:48 mark, Proxy Analytics' Steve Pantina notes these developments during his discussion about shareholder proposals seeking racial e
New Legislation Imposes Excise Taxes on Stock Repurchases: 9 Things to Know
A few days ago, President Biden signed the Inflation Reduction Act of 2022 into law - and there's a number of items to unpack in it.
Aspiring To Be Green? Avoid Common Advertising Pitfalls
We've blogged before about "What You Can (and Can't) Say About ESG: FTC-Style" - so if you're knee deep in climate issues these days, this new memo from Jason Howell, and Jared Bryant entitled "
In-House Corner: The #1 Thing Freaking You Out at Work—Part 3
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.
Human Capital Management: Continuing Disclosure Evolution
During our recent webcast - "Proxy Season Post-Mortem – 20 Things" - at the 46:26 mark, Kelly Reinholdtsen noted these developments in Year 2 of required human capital management disclosures in the Form 10-K:
Delaware Allows Companies to Exculpate Officers From Personal Liability!
It's that time of year when Delaware legislation announces changes to the Delaware General Corporation Law - and this year's changes are a biggie! Nothing scares an officer more than the prospect of personal liability for discharging their duties.
In-House Corner: The #1 Thing Freaking You Out at Work—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. You can find the first part of this series here, and the third part will be coming soon.
Getting Ready for Universal Proxy: Three Things
During our recent webcast - "Proxy Season Post-Mortem – 20 Things" - at the 11:01 mark, Allison Handy noted these tips to consider now that universal proxy is upon us:
Serving on a Nonprofit Board: Putting Yourself in Their Shoes
When you work in our firm, you are encouraged not only to contribute by engaging in pro bono activities - but you are also encouraged to offer your experience and wisdom to non-profit boards. It's not only a great way to serve the community, but it's also a valuable way to better understand what it's like to serve on a public or private company board.
This Proxy Season’s Rise in Shareholder Proposal Activity: 4 Things
During our recent webcast - "Proxy Season Post-Mortem – 20 Things" - at the 4:45 mark, Proxy Analytics' Steve Pantina notes these developments during his discussion about the rise in shareholder proposal activi