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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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February 8, 2022

How Do You Determine the “Materiality” of an ESG Issue?

We can all agree that "materiality" decisions can be tough. The determinations tend to be highly subjective on the margins. In the gray areas. And that's just when you're trying to put yourself in the shoes of a "reasonable investor." What happens when it comes down to ESG and you're trying to apply a "double materiality" threshold?!?

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February 7, 2022

A Few Things NEVER to Do When Engaging with Institutional Investors

Recently, I blogged about the #1 thing to never do when engaging with ISS. Here are a few items you shouldn't do when engaging with your institutional investors: 1.

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February 3, 2022

One Thing NEVER to Do When Engaging with ISS

Following up on our series of shareholder engagement blogs, when engaging with ISS, there's one thing that is at the top of the "Never Do" list. That is mentioning that your company subscribes to the services of ISS Corporate Solutions.

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February 2, 2022

Delaware Chancery’s First De-SPAC Decision: Four Take-Aways

In one of the first decisions to analyze fiduciary duty claims in the context of a SPAC merger, the Delaware Chancery Court recently sustained the legal viability of a putative shareholder class action brought against a SPAC's directors, officers, controlling shareholder, and financial advisor based on an allegedly false and misleading proxy statement.

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February 1, 2022

7 Tips for the Best Engagement Appearance You Can Pull Off

Following up on our series of shareholder engagement blogs, there's an abundance of tips online about how you can look your best when it comes to video meetings.

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January 31, 2022

In-House Corner: Shareholder Engagement

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 shareholder engagement [feel free to ping me and share your thoughts – they will be posted anonymously or with attribution, whichever you desire]:

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January 27, 2022

In-House Corner: Proxy Drafting Tips – 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.

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January 26, 2022

In-House Corner: Proxy Drafting Tips

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 tips to improve the proxy drafting process [Part 2 coming soon; feel free to ping me and share your thoughts – they will be posted anonymously or with attribution, whichever you desire]:

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January 25, 2022

Vanguard’s Voting Guidelines: 5 Things to Know

On the heels of policy updates from State Street, we now have these policy updates from Vanguard. Here are five things to know: 1.

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January 24, 2022

Corp Fin Updates Covid Guidance for Annual Meetings Again

As we continue to experience the saga of this pandemic, Corp Fin recently updated its Covid guidance for annual shareholder meetings to refresh the section about shareholder proponents presenting their shareholder proposals at meetings.

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January 20, 2022

How to Land a Meeting with an Investor Who Doesn’t Want to Meet

Following up on our series of shareholder engagement blogs, if your company is on the smaller size, you might have trouble attracting the attention of someone who already invests in your company – but from whom you want to solicit their vote at the next shareholders m

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January 19, 2022

State Street's Voting Guidelines: 4 Things to Know

Last month, I blogged about BlackRock's latest proxy voting guidelines. We now have policy updates from State Street.

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January 18, 2022

What Should You Say to Investors When There’s Nothing Pressing

Following up on our series of shareholder engagement blogs, some years you'll be lucky and things are going swimmingly for the company and it doesn't seem like investors will want to meet. Investors often say that they don't want to meet just for the sake of meeting.

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January 13, 2022

How to Handle Unexpected Questions (This is the “Biggie”)

Following up on the series of shareholder engagement blogs that Broc is running this month, if your engagement team has done their homework, the meeting should go well. According to plan.

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January 12, 2022

Practice Your Smile (for Online Shareholder Engagement)

Following up on our series of shareholder engagement blogs, here's one that's bound to sound a little zany. Practice your online smile. More great advice from our firm's communications pro: Karen Lisko. Part of being persuasive, of being genuine, is being inviting and friendly.