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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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To whom does the corporate secretary report?
Another in the newbie series: If the corporate secretary is also the general counsel —which is still fairly common, though becoming less so—they report to the CEO in most cases, but they probably also report functionally to the board chair or the lead independent director.
What is a “corporate secretary”?
Another in the newbie series: Unless you're in the field of corporate governance, you probably get the impression that a "corporate secretary" for a public company is an administrative assistant of some sort. Nothing could be further from the truth.
Audit Committee Financial Expert Casts a Wide Net
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.
What is "corporate governance"?
I'm putting together a handbook for newbies in our field and I'll be rolling out some excerpts in this blog over time. Here's the first installment:
In-House Corner: How This Proxy Season Is Faring So Far
In this blog feature, our in-house readers share tips, anecdotes, and thoughts about topics that arise in their daily practice.
ISS Announces New “Board-Aligned” Voting Policies
Recently, ISS published new voting policies (the Global Board-Aligned U.S.
Mirror, Mirror on the Wall: Does Your Board Conduct a Self-Evaluation?
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.
DOJ Announces Pilot Program and Updated Expectations on Corporate Compensation Programs
The DOJ has been busy and clawbacks have been a hot topic for the Biden Administration in the wake of several high profile bank failures. The intersection of these two topics is captured in this Update that we put out recently.
DOJ Issues New Guidance on Use of Personal Devices and Third-Party Messaging Applications
Just last month, Stewart Landefeld ran a popular blog with practice pointers about directors and their personal devices.
Corp Fin's Guidance on VIFs: An Unexpected Development from Universal Proxy
Early uses of the universal proxy card have led to one interesting development – new Corp Fin guidance regarding broker voting instruction forms (VIFs). VIFs are the way in which shareholders who hold their shares through a bank, broker or other intermediary instruct that intermediary how to complete the company's proxy card for their shares.
Board Duties: Fairness Opinions are One Tool to Consider
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.
What Are “Best Practices” Anyway?
Recently, I was talking to Ben Dale about what constituted best practices as it pertained to a particularly tricky topic in the securities laws. It led me to pause and think, "What are best practices anyway?"
In-House Corner: Disclosure Controls - Part 2
In this blog feature, our in-house readers share tips, anecdotes, and thoughts about topics that arise in their daily practice.
Silicon Valley Bank: All the Latest
The folks in our "Emerging Companies & Venture Capital Law" group have been doing an amazing job the past few days providing constant updates on all the developments related to Silicon Valley Bank via our
DOJ Brings First Criminal Charges Stemming From Use of Rule 10b5-1 Plan
Last week, the DOJ unsealed an indictment against the CEO of a publicly traded healthcare company (the Executive) relating to charges of an insider trading scheme.