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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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July 21, 2022

In-House Corner: Director Recruiting – Part 2

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. We received so much feedback on our first blog about director recruiting that we now have this Part 2:

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July 20, 2022

Video Archive: Proxy Season Postmortem—20 Things

Here's the video archive for the webcast from last week - Proxy Season Postmortem—20 T

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July 19, 2022

SEC Changes the Proxy Voting Advice Rules (Again)

Last week, the SEC adopted rule amendments to the proxy voting advice rules - in a 3-2 vote - reversing course on most of the rule changes adopted a scant two years ago involving how proxy advisors operate.

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July 18, 2022

A New Guide: "Shareholder Engagement"

I have put together this "Shareholder Engagement" Guide. Check it out! It covers these nine topics:

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July 14, 2022

SEC Proposes Changes to Three Shareholder Proposal Exclusion Bases

Yesterday, at an open Commission meeting, the SEC proposed a number of rulemakings: one of which proposes revising three bases for exclusion under Rule 14a-8 [the SEC also amended the proxy advisor rules; we'll have a blog on that soon enough].

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July 13, 2022

Should Our Directors Follow a Different E-Signature Process Than Our Executives?

Following up on my series of e-signature blogs, one of the in-house lawyer's little secrets is that not all directors sign the signature page for the Form 10-K on the date the 10-K is filed. View blog post
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July 12, 2022

This Thursday's Webcast: “Proxy Season Post-Mortem – 20 Things”

Join us this Thursday, July 14th for a webcast – "Proxy Season Post-Mortem – 20 Things" – to hear Perkins Coie's Allison Handy, Kelly Reinholdtsen and Broc Romanek – and Proxy Analytics' Steve Pantina – as they cover what happened during this wild proxy season, f

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July 11, 2022

Will the SEC Adopt Final Climate Disclosure Rules By This October?

A few weeks ago, the SEC released its latest

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July 7, 2022

Next Week's Webcast: “Proxy Season Post-Mortem – 20 Things”

Join us next Thursday, July 14th for a webcast – "Proxy Season Post-Mortem – 20 Things" – to hear Perkins Coie's Allison Handy, Kelly Reinholdtsen and Broc Romanek – and Proxy Analytics' Steve Pantina – as they cover what happened during this wild proxy season, f

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June 29, 2022

Should You Disclose the Identity of a Shareholder Proponent in Your Proxy?

A question we sometimes hear from clients during proxy season is whether to include the name of the proponent in the proxy statement with a shareholder proposal made under Rule 14a-8.

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June 28, 2022

Upcoming Webcast: “Proxy Season Post-Mortem – 20 Things”

Join us in roughly two weeks - on Thursday, July 14th - for a webcast: "Proxy Season Post-Mortem – 20 Things" - to hear Perkins Coie's Allison Handy, Kelly Reinholdtsen and Broc Romanek – and Proxy Analytics' Steve Pantina – as they cover what happened during thi

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June 27, 2022

SEC Finally Mandates E-Filings for Forms 144 and Glossy Annual Reports

Given how old that the SEC's Edgar now is, it's always surprising to realize that the SEC still allows some forms to be filed on paper.

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June 23, 2022

Upcoming Webcast: “Proxy Season Post-Mortem – 20 Things”

Join us on Thursday, July 14th for a webcast - "Proxy Season Post-Mortem – 20 Things" - to hear Perkins Coie's Allison Handy, Kelly Reinholdtsen and Broc Romanek – and Proxy Analytics' Steve Pantina – as they cover what happened during this wild proxy season, fro

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June 22, 2022

In-House Corner: Confusing Areas of Securities Law

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. View blog post
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June 21, 2022

Forming a Standalone E&S Board Committee: 4 Things to Consider

Following up on my blog about "Should You Create a Standalone E&S Board Committee?," for those boards who decide to establish standalone board committees for ESG, here are four things to consider:

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