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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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What type of background must a corporate secretary have?
Another in the newbies series: Even though most states have a state corporation law that requires that companies incorporated in that state must have a corporate secretary (for example, see Section 142 of the Delaware General Corporation Law), there is no standardized set of responsibilities to serve as a corporate secretary in the United States. There are no minimum standards.
8 Things to Know Right Now
Here's a new monthly feature for you – a quick snapshot of recent developments:
Rule 10b5-1 Plans: Corp Fin Issues Three CDIs
Last week, Corp Fin issued Exchange Act Rules CDIs to address a few outstanding implementation questions for the new Rule 10b5-1 amendments.
Supreme Court to Review Critical Case on Deference to Administrative Agencies
Here's an excerpt from this Client Update penned by Michael Huston, Eric Wolff, and Stephanie Olson:
State Street and BlackRock Provide Some Guidance (& State Street Expands Voting Choice)
As the proxy season barrels into its waning days, we have been getting a flurry of guidance from some of the larger institutional investors, including:
The Accountants v. The Lawyers
If you're a lawyer working in the securities law world, you're going to be working with some accountants. And those accountants will be working with you lawyers.
Private Early-Stage Startups Coming Under Increased SEC Scrutiny
Our Client Update notes that privately-held companies need to bear in mind that their representations to investors, sophisticated or not, are real as the SEC has taken a number of recent actions highlighting that they are
Whether (and How) to Conduct Compliance Training Beyond the C-Suite
Nearly all companies conduct insider trading and Reg FD compliance training for those in the C-Suite as well as for those that regularly touch material nonpublic information.
Must a corporate secretary have a law degree?
Another in the newbies series: In the old days, the corporate secretary was an administrative type of person. Back then, it was still a tough job, but it had nowhere near the level of responsibility or substance that corporate secretaries must shoulder today.
Changing Your Fiscal Year-End: Six Things to Consider
Changing your fiscal year-end? Why would you want to do that? This is the kind of oddball topic that might surface only once or twice during your career.
Clawbacks: SEC Likely to Approve NYSE/Nasdaq Standards by June 9th
As a follow-up to our recent blog on the SEC moving back the deadline for that agency to act on the NYSE's and Nasdaq's clawback proposals, it's worth noting that recent conversations between Corp Fin Staffers and practitioners suggest that the June 11th date is fi
Executive Sessions: The Best Things in (Governance) Life Are Free
Here's a tip from the sixth edition of our popular publication The Public Company Handbook, which is an easy-to-read guide that provides practical insights regarding legal and other board management issues facing public—or soon-to-be-public—companies.
Who often serves as the corporate secretary?
Another in the newbies series: In the United States, the general counsel—the top lawyer for a company—sometimes holds the title of corporate secretary, too. But in most cases, it's in name only.
State Anti-DEI Initiatives Explained
Here's the takeaway from this Client Update penned by Emily Bushaw and Elizabeth Gardner:
SEC Adopts Share Repurchase Disclosure Rules: 7 Things to Know
Yesterday, the SEC adopted the share repurchase disclosure rules as part of its effort to bring more transparency to corporate stock buybacks.