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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 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.

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August 25, 2021

Nasdaq’s “Board Diversity” FAQs: 45 & Growing

A few weeks ago, I blogged about 5 things you should know about Nasdaq's new board diversity disclosure requirement.

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August 24, 2021

Should In-House Lawyers Keep Track of SEC Comment Letter Trends?

In a word, probably not. Okay, that's two words. I find that some in-house lawyers will look at the SEC Staff comment letters sent to their peer companies to get an inkling of what the Staff might ask their company about their 10-Ks and 10-Qs. But otherwise, keeping track of comment letter trends is something that law firms and the Big 4 tend to handle for them.

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August 23, 2021

Where to Start When Considering a Climate Pledge

So many companies have already announced a climate pledge that this topic has sort of been beaten to death. But some of the issues to consider bear repeating for those who still haven't taken the plunge.

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August 19, 2021

“Well, That Didn’t Work.” Handling the Disclosure Implications of Getting Out of a Business Line

Following up on my latest blog about new lines of business, no one hits a home run every time. Not even the best of companies. Sometimes a line of business will be shut down.

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August 18, 2021

The SEC Brings Another Cyber Breach Disclosure Case! 5 Things to Consider

For years, we've heard that the SEC's Enforcement Division has been policing cybersecurity breach disclosures and related disclosure controls. The SEC has conducted a number of SEC investigations over that time, but very few of those have seen the light of day.

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August 17, 2021

When Should a Pre-IPO Company Start Worrying About Shareholder Engagement?

If you're a private company seeking to go public someday, you probably spend a lot of time worrying about raising the next round and keeping the ship afloat.

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August 16, 2021

ESG Diligence: Why You Need to Check EPA & Other Environmental Databases

You might find that potential customers or suppliers suddenly get cold feet with you. They indicate you're not environmentally-friendly enough for their business. Your company is green and complies with environmental laws. What gives? It simply could be a matter of a governmental administrative mishap.

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August 12, 2021

Closing the Insider Trading Window for Climate Events

As extreme climate events move from the nearly impossible to possible - and even probable - circumstances are likely to arise that cause you to consider closing the trading window for insiders.