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.
The SEC’s Climate Disclosure Rules: Scope 3 Is Out—But What Is In?
Here is our lengthy Client Update on the SEC's new climate disclosure rules. It includes some great graphics so you can understand the rules at a glance. Check it out!
Yep, the SEC’s Climate Rules Are Already (Temporarily) Stayed
On Friday, a three judge panel from the U.S. Court of Appeals for the Fifth Circuit granted a motion seeking an administrative stay of the SEC's new climate disclosure rules filed by two fracking companies.
Here are four things to know:
The SEC’s Climate Rules: Impact on IPO Prospectuses - 6 Things to Know
Let's examine how the SEC's new climate rules will impact the drafting of IPO prospectuses. Here are six things to know:
The SEC’s Final Climate Rules: Eight Items That Changed From the Proposal
Understanding that many of you don't have time during a busy proxy season to read the 886 pages of the SEC's climate adopting release – but yet you're fielding questions from colleagues about what's in the new rules – here are some notable items that the SEC changed from the proposed rules:
Three Lawsuits Filed Against the SEC’s New Climate Rules (And Counting)
In Friday's blog, Allison Handy and Andrew Moore gave us five superb insights into "top of mind" topics about the SEC's new climate rules that people are talking about.
Day 2 “Headlines” for the SEC’s New Climate Disclosure Rules
We know you're already fielding a multitude of questions about the SEC's new climate risk disclosure rules.
The SEC Adopts a Climate Disclosure Rule: No Scope 3 Emissions Disclosure and 14 Other Things to Know
Yesterday, the SEC adopted a final climate disclosure rule.
Five Years Later! The SEC’s Proxy Advisor Rule is Vacated
Five years in the making! Recently, the US District Court for DC granted summary judgment and held that the SEC's rule regarding proxy advisors should be vacated.
8 Things to Know Right Now
Here's our latest edition of our monthly feature – a quick snapshot of recent developments:
Delaware Chancellor Invalidates Tesla’s Compensation Grant: 3 Lessons Learned
In a lengthy opinion that unwound an eye-popping $55 billion compensation grant, the Delaware Court of Chancery's Chancellor Kathaleen McCormick invalidated Tesla's huge compensatory equity grant to Elon Musk, its Chair and CEO.
Shareholder Proposals: A Rare Foray into Court
Most readers of this blog are familiar with the usual process to seek to keep a Rule 14a-8 shareholder proposal out of a company's proxy statement. Write a letter to the Corp Fin Staff arguing that the proposal does not comply with Rule 14a-8's requirements and hope the Staff agrees that they will not seek enforcement action if the company leaves the proposal out.
8 Things to Know Right Now
Here's our latest edition of our monthly feature – a quick snapshot of recent developments:
Delaware Chancery Confirms High Standard to Plead Caremark Claims Against Officers
Last year, the Delaware Court of Chancery confirmed that corporate officers—not just directors—have a fiduciary duty of oversight in In re McDonald's Corp. S'holder Deriv. Litig., 289 A.3rd 343 (Del. Ch. 2023). In Segway Inc. v. Cai, C.A. No 2022-1110-LWW (Del. Ch.
BlackRock’s Proxy Voting Updates: Mostly Standing Pat (Again)
Last year, we blogged that BlackRock's changes to its proxy voting guidelines weren't that impactful compared to prior years.
Corp Fin Continues to Issue “Climate Change” Comments
As we continue to wait for the SEC to adopt final climate disclosure rules, Corp Fin is continuing to issue comments during their review of '34 Act filings on climate change risk issues.