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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.   

Workplace Meeting
August 15, 2023

In-House Corner: Board Presentations by Outside Parties - Part 1

In this blog feature, our in-house readers share tips, anecdotes, and thoughts about topics that arise in their daily practice. This particular batch of thoughts is about bringing in outside parties to make a presentation before the board:

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August 14, 2023

Six Questions to Ask When Using Stock As Acquisition Consideration

In a perfect world, an in-house legal team would be looped in on potential acquisitions early and often. 

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August 10, 2023

In-House Corner: Summer Doings

In this blog feature, our in-house readers share tips, anecdotes, and thoughts about topics that arise in their daily practice. This particular batch of thoughts is about enjoying your summer:

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World Cybersecurity
August 9, 2023

It’s Official: Cybersecurity Disclosure Is Coming This Year

We blogged last week as soon as the SEC adopted its new cyber disclosure rules about seven quick things you needed to know.

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August 8, 2023

The SEC’s New Cyber Disclosure Rules: New Form 8-Ks Kick Off on December 18th

With the SEC's new cyber disclosure rules being published in the Federal Register on Friday, we can confirm the compliance dates for the new Item 1.05 Form 8-Ks. To comply with new Item 1.05 of Form 8-K and in Form 6-K, all companies other than smaller reporting companies must begin complying on Monday, December 18, 2023 (which officially is also "Bake Cookies Day").

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August 7, 2023

Auditors: What to Disclose When You Break Up

Recently, I blogged about what to do when you disagree with your auditor. Now I cover what to do when you break up. There are many reasons a company may find itself disengaging with its external auditor.

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Diverse people meeting
August 3, 2023

Opportunity for Audit Committee Members to Comment on NOCLAR Proposal

Following up on last month's blog regarding the PCAOB's proposal to adopt a new audit standard regarding "Noncompliance with Laws and Regulations" (NOCLAR), we have been hearing that many companies are interested in commenting on the

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August 2, 2023 Quick Alerts

8 Things to Know Right Now

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

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International
August 1, 2023

Sustainability Advertising: US and EU Regulators Boost Guidance & Enforcement

With sustainability so much "top of mind" for those in our community, it's worth knowing some high-level trends in other areas of law that intersect with disclosure.

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two people on laotops
July 31, 2023

Auditors: What to Do When You Disagree

I used to work as an auditor and I dreaded major disagreements with company management (which meant more stress, more work, and more scrutiny). Now, as a corporate attorney, I get excited. Here are the basic rules regarding disagreements between public companies and their external auditors:

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World Cybersecurity
July 27, 2023

The SEC Adopts New Cybersecurity Risk Disclosure Rules!

Yesterday, the SEC adopted new cybersecurity risk disclosure rules – here's the 186-page adopting release and here's the fact sheet.

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July 26, 2023

SEC Brings a Rarely Seen Rule 13h-1/Form 13H Enforcement Action

In a rare enforcement action of what may be a new indication of focus by the SEC, the Commission entered a settlement with a large broker-dealer in recently for Rule 13h-1 violations for large trader reporting failures.

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July 25, 2023

Navigating Difficult Social & Political Issues:  Lessons Learned from Disney v. Simeone

It is increasingly difficult for companies to steer clear of contentious social or political issues on which their shareholders may have passionately conflicting opinions.

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July 24, 2023

“Pay vs. Performance” Disclosure: First Proxy Season Analysis

With the first proxy season behind us with the SEC's new "pay vs. performance" disclosure requirement, it's a good time to review what we saw as the primary trends – particularly with Corp Fin planning to comment upon these disclosures sometime later this year. Here are the top five trends that we saw:

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Women in the workplaces
July 20, 2023

Three Questions: The Attorneys General "DEI Programs" Letter

Here's an excerpt from our Client Update from Chris Wilkinson, Abdul Kallon and Jeremy Wright about a recent public letter from 13 state attorneys general voicing opposition to employers' use of DEI programs:

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