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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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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

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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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

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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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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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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“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

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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Shareholder Proposal Stats for the Proxy Season

During last week's webcast, Proxy Analytics's Steve Pantina shared some stats about how shareholder proposals fared this proxy season.

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Video Archive: “Proxy Season Deep Dive – 20 Things”

We have posted the video archive for last week's webcast - "Proxy Season Deep Dive - 20 Things" - during which Perkins Coie's Allison Handy, Kelly Reinholdtsen and Broc Romanek and Proxy Analytics' Steve Pantina covered what happened during thi

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John Chevedden Speaks!

As someone who tried for years to get him to speak on a podcast, I was tickled to see John Chevedden in-person at the recent Annual Conference for the Society for Corporate Governance.

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New Sheriff in Town? The PCAOB’s “Noncompliance With Laws & Regulations” Proposal

Last month, the PCAOB issued a proposal for public comment (Release No. 2023-003) to replace current AS 2405 ("Illegal Acts by Clients"), in its entirety with a new AS 2405 ("A Company's Noncompliance with Laws and Regulations").

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8 Things to Know Right Now

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

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This Thursday's Webcast: “Proxy Season Deep Dive – 20 Things”

Join us this Thursday, July 13th for a webcast – "Proxy Season Deep Dive – 20 Things" – to hear Perkins Coie's Allison Handy, Kelly Reinholdtsen and Broc Romanek and Proxy Analytics' Steve Pantina as they cover what happened during this wild proxy season, from shareholder engagement, universal p

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Contracts

HSR: Antitrust Officials Pile On the Paperwork

Kudos to Chris Williams and Henry Hauser on their great Op-Ed that was published recently in the "Wall Street Journal" about the DOJ's and FTC's

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