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.
When Is a Minority Stockholder a Controller? The Delaware Supreme Court Reaffirms the Ground Rules in In Re Oracle Derivative Litigation
Controlling stockholders owe fiduciary duties to other stockholders that minority stockholders do not. A holder of over 50% of a corporation’s voting power is clearly a controlling stockholder.
Proxy Season and the Administration’s New DEI Order
BlackRock’s US Proxy Voting Guidelines Updates
BlackRock recently published its updated “Proxy Voting Guidelines for Benchmark Policies - U.S.
Nasdaq Board Diversity Rules Vacated; SEC Approval Found “Arbitrary and Capricious”
In a 9-8 decision on December 10, 2024, the U.S. Court of Appeals for the Fifth Circuit struck down Nasdaq’s efforts to promote diversity on public company boards. The case, Alliance for Fair Board Recruitment v.
Upcoming Webcast: “Proxy Season Roundtable: Preparing for 2025”
Join us for our webcast—“Proxy Season Roundtable: Preparing for 2025”—set for Tuesday, December 17 (10:00 a.m. PT; 11:00 a.m. MT; 12:00 p.m. CT; 1:00 p.m. ET).
Glass Lewis Voting Policy Changes for 2025: 8 Things to Know
Recently, Glass Lewis announced the release of its 2025 U.S.
SEC Addresses Expected Changes and Continuing Priorities Post-Election
On November 6, senior officials from the U.S. Securities and Exchange Commission (SEC) Division of Enforcement spoke at the Securities Enforcement Forum D.C. 2024, addressing anticipated leadership changes and enforcement priorities at the SEC.
Dissenting Commissioners’ Statement in SEC Cyber Disclosure Enforcement Actions May Forecast Change Ahead
SEC Sweep of Late Beneficial Ownership Filings
Are Public Companies Required to Have a Principal Accounting Officer?
California Updates Climate Disclosure Rules
Does Withholding of Taxes for an RSU Vesting Require Item 703 Disclosure?
SEC Registration Fees Increase by 3.7%
Whistleblower Protection Remains SEC Priority
Last week, the SEC announced settled charges against seven public companies for use of agreements that the SEC alleges have provisions that violate the whistleblower protection rule.
The Tide Continues to Turn on ESG
As Bloomberg Law recently reported, the SEC quietly disbanded its Climate and ESG Task Force, which had been active since March 2021 and played a key role in bringing enforcement actions against misleading environmental, social, and governance disclosures.