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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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SEC Sweep of Late Beneficial Ownership Filings

In late September, the SEC announced a sweep of settled charges for late beneficial ownership and insider transaction filings, including over $3.8 million in penalties against individuals and companies. This sweep was similar to one announced in late September 2023 and underscores the SEC’s continued focus on compliance with beneficial ownership reporting obligations. The charges related to failures to file or late filings of Schedules 13D and 13G for beneficial owners of more than 5% of a company’s stock; Forms 3, 4, and 5 for Section 16 reporting persons; and Form 13F for institutional investment managers.

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Are Public Companies Required to Have a Principal Accounting Officer?

I was recently asked whether public companies are required, as a technical matter, to have principal accounting officers (PAOs).

Environment Climate

California Updates Climate Disclosure Rules

The California legislature recently made a few minor changes to its climate-related disclosure rules.

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Does Withholding of Taxes for an RSU Vesting Require Item 703 Disclosure?

Item 703 of Regulation S-K requires, among other things, tabular disclosure of any purchase made by an issuer of shares that are registered under Section 12 of the Exchange Act. In our regular review of 10-K and 10-Q Item 703 repurchase tables, clients often ask, “Do we need to be including shares withheld to cover taxes upon vesting of an RSU award?”

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SEC Registration Fees Increase by 3.7%

Well, the SEC’s registration filing fees keep going up.

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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.

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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.

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Updating Your Description of Securities Exhibit

As summer turns into fall and in-house lawyers start thinking ahead to the upcoming 10-K filing season, we’re often asked to review and update the description of securities exhibit(s) required to be filed with Form 10-K by Item 601(b)(4)(vi) of Regulation S-K.

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SEC Chair Gensler Office Hours Video: AI Disclosures

AI seems to be everywhere at the moment.

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Sustainability Considerations for Retail and Consumer Products Companies

Sustainability is a constant refrain for many companies in the current business environment.

Microphone Meeting

SEC’s August 20 Open Meeting: Commissioners Approve Updated Audit Rules

Yesterday, the SEC held its third open meeting of the 2024 calendar year, at which the commissioners considered several proposals regarding auditors and the audits of public companies.

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The SEC’s Climate Rules: Item 1502(e)’s Transition Plan Disclosure (Including Annual Progress)

This is another in a series of blogs we will be posting breaking down the SEC’s new climate disclosure rules (here’s the last blog we posted).

Supreme Court

Midyear Update on the Corporate Transparency Act

While public companies generally have an exemption from filing beneficial ownership information reports with the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) under the Corporate Transparency Act (CTA), it can be a complicated analysis to figure out what is required for joint ventures, partnerships, and certain other corporate structures.

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6 Things to Know Right Now

Here’s our latest edition of our monthly feature – a quick snapshot of recent developments:

Corporate Boardroom

SEC Announced Two Large Whistleblower Awards in July

While poking around the SEC's updated website, I was struck that the SEC announced two separate $37 million whistleblower awards little more than a