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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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October 11, 2022

Upcoming Webcast: “Top 15 Proxy Disclosure Areas to Focus on This Season”

We have partnered with DFin to bring you a complimentary webcast—"Top 15 Proxy Disclosure Areas To Focus on This Season"—to be held on Thursday, November 3rd, from 1:00 – 2:00 p.m. ET.

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October 6, 2022

Board & Committee Meeting Minutes Best Practices: Before the Meeting

This is the first of a series of three blogs about board minutes. Keeping accurate, concise minutes of the meetings of your board and board committees is one of the more important responsibilities of a corporate secretary.

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October 5, 2022

SEC Enforcement Action Brings Rule 10b5-1 Plans Into Spotlight

Last December, the SEC proposed rules that would alter how some Rule 10b5-1 plans work, including requiring a 120-day cooling-off period for officers and directors, and a ban on overlapping plans.

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October 4, 2022

Upcoming Webcast: “Top 15 Proxy Disclosure Areas to Focus on This Season”

We have partnered with DFin to bring you a complimentary webcast—"Top 15 Proxy Disclosure Areas To Focus on This Season"—to be held on Thursday, November 3rd, from 1:00 – 2:00 p.m. ET.

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October 3, 2022

What Makes a Good Director? “Noses In, Fingers Out”

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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September 22, 2022

Word on the Street: DOJ Issuing Inquiries Into Director Interlocks

In April, Assistant Attorney General Jonathan Kanter noted in a speech that the DOJ's enforcement of Section 8 of the Clayton Act (which prohibits interlocking directorates) would not be limited to its merger review process and that the DOJ

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September 21, 2022

The SEC Speaks in 2022: Five Key Takeaways

I can still vividly remember attending my first "SEC Speaks" conference back in the late 1980s, when I worked in Corp Fin. It's amazing that it's still around and it's useful to hear the latest from the current SEC Commissioners and Staff.

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September 20, 2022

Six Questions Companies Are Asking About Pay Equity

Why focus on pay equity now?

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September 19, 2022

DOJ Announces Sweeping Policy Updates for Corporate Criminal Enforcement and Individual Accountability

As noted in this Update penned by Jamie Schafer and Gina LaMonica, Deputy Attorney General Lisa Monaco

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September 15, 2022

Next Week's Webcast: “The Pace of SEC Rulemaking is on Fire"

Join Allison Handy and Broc Romanek, among others, for a complimentary webcast hosted by Toppan Merrill next Wednesday, September 21st (from 1:00 – 2:00 pm eastern) — "The Pace of SEC Rulemaking is on Fire— as the panel covers a dozen recent SEC rulemakings that you

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September 14, 2022

Corp Fin Increases the Number of Industry Offices to Nine

Last week, the SEC announced that Corp Fin will increase the number of its industry offices to nine by adding two new offices later this year: the Office of Crypto Assets and the Office of Industrial Applications and Services.

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September 13, 2022

SEC Adopts JOBS Act Inflation Adjustments

Last week, the SEC announced that it had adopted the inflation adjustments for some of its JOBS Act rules as mandated by that Act. The JOBS Act requires the SEC to make inflation adjustments to those rules at least once every five years, which it last did in April 2017.

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September 12, 2022

Subsidiary Management: Maintain Only One Policy for Expense Advancement & Indemnification

Following up on my series of blogs about subsidiaries, here's something that can be a real sticking point for a subsidiary's officers and directors – but if you don't get a handle on it, it can be quite messy for you.

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September 7, 2022

“Negotiating Out” Shareholder Proposals: 2 Things

During our recent webcast - "Proxy Season Post-Mortem – 20 Things" - at the 13:30 mark, Proxy Analytics' Steve Pantina notes these developments during his discussion about negotiating shareholder proposals:

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September 6, 2022

Webcast: "The Pace of SEC Rulemaking is on Fire"

Join Allison Handy and Broc Romanek, among others, for a complimentary webcast hosted by Toppan Merrill on Wednesday, September 21st (from 1:00 - 2:00 pm) — "The Pace of SEC Rulemaking is on Fire" — as the panel covers a dozen recent SEC rulemakings that you need to know about n

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