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.

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:

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.

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:

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.

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").

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.

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

8 Things to Know Right Now
Here's our latest edition of our monthly feature – a quick snapshot of recent developments:

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.

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:

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.

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.

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.

“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:

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: