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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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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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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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Six Questions Companies Are Asking About Pay Equity

Why focus on pay equity now?

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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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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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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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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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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. Expense advancement is important to these folks View blog post
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“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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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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Corp Fin New “Universal Proxy” CDI May Require Proxy Disclosure

As universal proxy kicks in (it applies to any shareholder meetings involving a director election starting today, September 1st), Corp Fin issued three CDIs regarding Rule 14a-19 last week.

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A Section 16 Change That Some Might Have Missed (Way Back When)

For the next installment for my series of e-signature blogs, when the SEC amended Rule 302 of Regulation S-T in 2020, nearly everyone focused on that rule change – and the related relief it provided for those involved in the 10-Q and 10-K process. View blog post
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The SEC (Finally) Adopts Pay-for-Performance Rules: 5 Things to Know

Twelve years in the making, the SEC adopted pay-for-performance (P4P) disclosure rules last week in the form of new Item 402(v) of Regulation S-K. Here's the 234-page adopting release.

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6 Nuggets from BlackRock’s 2022 Stewardship Report

Last month, BlackRock published its 2022 Investment Stewardship report weighing in at 72 pages and covering engagements and voting from July 1, 2021 through June 30, 2022.

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Pass-Through Voting: Top 5 Things to Be Thinking About Now

Earlier this year, BlackRock announced that it has expanded its Voting Choice program (pass-through voting) to BlackRock clients representing nearly half (47%) of its index equity assets globally, and that it plans to expand that program to all individual investors in

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