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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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Corp Fin Issues Five CDIs on Cyber-Related Form 8-Ks
In recent weeks, Corp Fin has been active in providing guidance about Form 8-Ks filed to report cyber incidents.
Corp Fin Director Gerding Speaks on "State of Disclosure Review"
Corp Fin Director Erik Gerding has been busy providing us with a lot of transparency in recent months about all sorts of things. In this new statement, Erik essentially puts the remarks from the Corp Fin Staff during the "SEC Speaks" conference in writing.
Corp Fin Clarifies That Companies Can Share Cyber Incident Information With Third-Parties Beyond 8-K Disclosure
Following on the heels of his statement last month clarifying that companies should not file Form 8-K under Item 1.05 in connection with a cybersecurity incident that they have determined isn't material or for which they have not yet made a materiality
Results from First Year of Effectiveness of Nasdaq’s Board Diversity Objective
As we await the decision of the en banc Fifth Circuit about whether the Nasdaq's board diversity rule will survive, check out this recap of board diversity data in the first year that the board diversity objective of Nasdaq's rule applied per this
The SEC’s Climate Rules: Item 1502(c)’s Strategy, Financial Planning and Capital Allocation Considerations from Climate Risks
This is the latest in our series of blogs breaking down the SEC's new climate risk disclosure rules.
7 Things to Do When You Change a Company’s Name (With the SEC & Otherwise)
Changing a company's name is a big deal. From a legal standpoint, there's so much more to do than you would think. It's expensive – and time-consuming – to pull off.
Man, we don't envy those of you who have been through the process of a public company changing its name. The legal workload is a bear.
In-House Corner: How We’re (Semi) Embracing AI
This feature of our blog is where our in-house readers share tips, anecdotes and thoughts about things that come up in their daily practice. This particular batch of thoughts is about how in-house practitioners are embracing generative AI so far:
SEC Warns “Be Mindful About Your EPS XBRL Tagging”
Recently, the SEC's Office of Structured Disclosure warned in this statement that some companies are incorrectly tagging basic and diluted earnings-per-share data in XBRL. Without fixing the tags, apparently the data is useless to end users.
The Latest on Cooperation With the SEC Enforcement Staff
It's easy not to keep up with the latest pronouncements from the SEC Enforcement Staff about what is appropriate cooperation that earns you points when it comes to negotiating a settlement with the Staff. That's because you have enough on your hands without bothering to learn about something that isn't relevant to you.
8 Things to Know Right Now
Here's our latest edition of our monthly feature – a quick snapshot of recent developments:
The Corporate Secretary: Being Knowledgeable
Here's the fourth of the 21 hats that the corporate secretary wears (here's the blog about the third hat): "The corporate secretary role has evolved dramatically over the past several decades.
The IASB Giveth, and the SEC Potentially Taketh Away: SEC Staff Addresses Reduced Level of Subsidiary Disclosures for Certain Foreign Private Issuers
Recently, SEC Corp Fin Director Erik Gerding and Chief Accountant Paul Munter took the fairly unusual step by issuing this joint statement about how to apply new IFRS 19 to SEC filings made by certain subsidiaries of foreign privat
States Begin To Regulate AI in Absence of Federal Legislation
Here is the teaser about this Client Update: "Since the European Union seized the early global lead in regulating artificial intelligence, the U.S. Congress has made noise about the need for federal AI legislation, but progress has been slow.
Corp Fin Director Erik Gerding Issues “Cyber Materiality” Statement
Yesterday, Corp Fin Director Erik Gerding issued a statement to clarify that a company should not file Form 8-K under Item 1.05 in connection with a cybersecurity incident that it has determined is not material or for which it has not yet made a materiality determination.
Shareholder Proposals: More Companies Seek No-Action Relief and Get It
Following up on my blog about the types of shareholder proposals being submitted to companies this year, here are a few interesting Corp Fin no-action statistics drawn from