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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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April 27, 2022

In-House Corner: Rule 10b5-1 Plans

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. This particular batch of thoughts is about handling Rule 10b5-1 plans [feel free to ping me and share your thoughts – they will be posted anonymously or with attribution, whichever you desire]: 1.

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April 25, 2022

Spring Cleaning: Dissolve Unnecessary Subsidiaries

Following up on my blog entitled "7 Rules of Thumb for Subsidiary Governance," on your annual calendar of "to-do" governance tasks, you should include a check-in as to whether you have any subsidiaries that have remained dormant for some time and are unlikely to be used again. For some

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April 21, 2022 Guides

Our New Guide: "The SEC's Climate Disclosure Proposal - A Comprehensive Look"

Allison Handy and I have put together this 19-page guide entitled "The SEC's Climate Disclosure Proposal: A Comprehensive Look." Interestingly, the SEC has updated its proposing release several times since it was first posted - so the proposing release has shrunk by 20 pages, down to a slim 490

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April 20, 2022

Internal Investigations: Law on Work Product & Attorney-Client Privilege

Following up on our recent blog in a series about internal investigations, note that Federal Rule of Evidence 502(g) states:

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April 19, 2022

"SEC Proposes New Cybersecurity Disclosure Rules"

I'm excited to share our firm memo - "SEC Proposes New Cybersecurity Disclosure Rules on Incident Reporting, Risk Management, Strategy, and Governance" - authored by Valerie Dahiya and David Aaron.

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April 13, 2022

The SEC’s Climate Proposal: Board Oversight

Digging further into the SEC's proposing release for climate disclosure, the SEC's proposal would elicit disclosure about a board's oversight of climate-related matters.

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April 12, 2022

The SEC’s Climate Proposal: Disclosing Targets & Goals

Digging further into the SEC's proposing release for climate disclosure, the SEC's proposal would elicit disclosure about a company's climate targets and goals – for those companies that have done that sort of thing.

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April 11, 2022

The SEC’s Climate Proposal: Impact on Financial Statements

Digging further into the SEC's proposing release for climate disclosure, the SEC's proposal would expand Regulation S-X and create specific requirements for a note to financial statements addressing climate change issues in a number of ways. This is a big deal.

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April 7, 2022

In-House Corner: Working With Broadridge During Proxy Season

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.

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April 6, 2022

California’s “Underrepresented Communities” Board Diversity Law Struck Down

Last week, one of California's two board diversity statutes was ruled unconstitutional when the Los Angeles Superior Court issued a 24-page order

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April 5, 2022

The SEC’s Climate Proposal: Disclosing Internal Carbon Pricing

Digging further into the SEC's proposing release for climate disclosure, the SEC's proposal would elicit disclosure about a company's internal carbon price – for those companies that do that sort of thing.

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April 4, 2022

The SEC’s Climate Proposal: Disclosing Carbon Offsets

Digging further into the SEC's proposing release for climate disclosure, the SEC's proposal would elicit disclosure about carbon offsets – for those companies that engage in that sort of thing.

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April 1, 2022

In-House Corner: Climate Disclosure Bracketology

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.

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March 31, 2022

"What Companies Should Know Now About the SEC’s Proposed Rule on Mandatory Climate Disclosures — and How to Plan Ahead"

I'm excited to share our firm memo - "What Companies Should Know Now About the SEC's Proposed Rule on Mandatory Climate Disclosures — and How to Plan Ahead" - authored by Kevin Feldis, Angela Luh, Allison Handy and Bo Uug

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March 30, 2022

The SEC’s Climate Proposal: Assessing “Transition Risks”

Following up on Broc's blog about disclosure of "physical risks," in parsing the SEC's proposing release for climate disclosure, the SEC's proposal would elicit disclosure about "transition risks