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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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September 30, 2021

SEC Proposes Changes to How Funds Disclose How They Voted

In the making for a long time, the SEC proposed rules yesterday that would change how mutual funds disclose their proxy voting – and would require institutional investors to disclose their say-on-pay voting records for the first time.

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September 29, 2021

I’m a Director and We Need to Fix This. But What If Other Directors Stonewall?

Following up on my blog about a director finding out about impropriety at the company, perhaps the most painful scenario for a director who wants to do the right thing is one in which they find themselves very lonely. On an island.

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September 28, 2021

In-House Corner: Section 16 Compliance Reminders – Part 2

Last week, we started a new feature of this blog – where our in-house readers share tips, anecdotes and thoughts about things that come up in their daily practice.

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September 27, 2021

How “Materiality” Will Ruin Your Life

"Ms. In-House Lawyer, can you tell me whether this is material?" If I hear that one more time (*shakes fist*).

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September 23, 2021

Corp Fin Posts 9 Sample Comments on Climate Disclosure

Earlier this year, then acting SEC Chair Allison Herren Lee directed Corp Fin to focus on climate disclosure. We weren't sure what would be the end result of such a review. Perhaps it will lead to a comprehensive report on how companies are faring.

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September 21, 2021

In-House Corner: Section 16 Compliance Reminders

Welcome to a new feature of this blog – where our in-house readers share tips, anecdotes and thoughts about things that come up in their daily practice.

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September 20, 2021

What You Can (and Can’t) Say About ESG: FTC-Style

As a securities disclosure attorney, you probably spend far more time worried about the latest disclosure rules and guidance from the Securities & Exchange Commission than thinking about advertising laws enforced by the Federal Trade Commission (FTC). When it comes to ESG issues, it might be useful to know some basics because there could be times when there's an overlap.

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September 17, 2021

Making the Decision: Um, Is This “Material” or Not?

Your company has a pretty good risk management department. They're good at bubbling up all sorts of issues to consider. They're providing you with detailed analysis behind each of the risks. But they're not SEC lawyers. That's you.

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September 15, 2021

There’s Illegality? There’s Impropriety? “What Now” for a Director

Following up on my blog about the "leaving the board" roadmap, if you counsel directors as I have for many years, you're familiar with that frantic call from a newbie director when they first learn about some illegal - or improper - activity at their company.

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September 14, 2021

The Tricky World of Reporting Stock-Settled RSUs on Form 4s

Not too many choices exist in the technical world of Form 4 reporting. But there is a choice to be made for reporting grants of stock-settled, time-based restricted stock units (RSUs).

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September 9, 2021

The “Leaving the Board” Roadmap: What Are My Fiduciary Duties?

Director behavior is at the essence of a director's fiduciary duties. This is what Delaware courts love to write about in their opinions. That's easy for all the lawyers in the room to understand. But the notion of "fiduciary duties" is not a topic typically foremost on a director's mind. At least not until something like a director wanting to leave the board comes along.

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September 8, 2021

The Hard Truth About Disclosure Committees

Yes, my titles tend to be a tad dramatic (see my prior "materiality" blog). That's the way to draw eyeballs, right? But in this case, it is a hard truth.

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August 31, 2021

The Challenges of Being In-House: Emotional Intelligence Matters

Back when I worked in-house not that long ago, I wrote this piece with Sarah Kalgaard, General Counsel of Vital Images, for the Association of Corporate Counsel about the top ten actions you might consider to help ensure a successful transition to becoming an in-house co

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August 30, 2021

How to Make a Climate Pledge Announcement

This blog follows up on my blog about where to start when making a climate pledge and how aspirational it should be.

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August 26, 2021

The NYSE Changes Its Related Party Transaction Rule (Again)

A few months ago, I blogged about four things to do now that the NYSE has changed its related party transaction rule.