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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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April 10, 2023

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.

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April 4, 2023

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.

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Financial Services & Investments
April 3, 2023

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.

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March 30, 2023

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: 

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March 29, 2023

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.

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March 28, 2023

ISS Announces New “Board-Aligned” Voting Policies

Recently, ISS published new voting policies (the Global Board-Aligned U.S.

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Modern Buildings
March 27, 2023

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.

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Aerospace & Transportation, image of plane
March 22, 2023

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.

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March 21, 2023

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.

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March 20, 2023

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.

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Modern Buildings
March 16, 2023

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.

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March 15, 2023

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?"

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March 14, 2023

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.

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March 13, 2023

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

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Modern Buildings
March 9, 2023

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.

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