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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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November 28, 2021

Now Available: 6th Edition of "The Public Company Handbook"

We are excited to announce the release of the 6th edition of our popular publication: "The Public Company Handbook." This easy-to-read guide provides you with insight regarding legal and other board management issues facing public - or soon-to-be-public - companies.

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November 22, 2021

Next Week's Webcast: “Proxy Season Roundtable – What You Need to Know Now”

Check out our upcoming webcast – "Proxy Season Roundtable: What You Need to Know Now" – set for Wednesday, December 1st.

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November 19, 2021

What Does “Universal Proxy” Mean for You?

A lot of ink has been spilled since universal proxy was first proposed by the SEC five years ago (including Perkins Coie's summary of the proposal) - and since the SEC finally adopted

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November 18, 2021

Glass Lewis’ New ‘22 Policy Updates: 8 Diversity and E&S Things to Know

A few days ago, Glass Lewis released two documents: 2022 US Proxy Voting Policy Guidelines and

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November 17, 2021

“Shareholder Engagement” Disclosure in the Proxy

Last week, during our popular "Anatomy of a Proxy" webcast, I talked about the "shareholder engagement" section of the proxy and an attendee asked a question about it. Based on that interaction, I thought it might be a good subject to cover here. Here are three tips on what to consider covering in the "Shareholder Engagement" section of your proxy statement: 1.

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November 16, 2021

Upcoming Webcast: “Proxy Season Roundtable – What You Need to Know Now”

On the heels of our popular "Anatomy of a Proxy" webcast (archive will be available soon), we have scheduled a companion webcast – "Proxy Season Roundtable: What You Need to Know Now" – set for Wednesday, December 1st.

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November 11, 2021

In-House Corner: Onboarding Audit Committee Members – Part 2

Recently, we started a new feature of this blog – 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 the first blog about the practice of onboarding new members of a board's audit committee that we now

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November 10, 2021

Four Things "To Do" With ESG in Your Proxy (And Three "Not to Do")

As I mentioned last week during our popular "Anatomy of a Proxy" webcast (archive coming soon), there is no requirement to include an "ESG" section of the proxy statement, but as it – along with the annual report – is the most important investor-facing communication of the year, most companies are using the proxy statement to highlight their ESG stories.

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November 9, 2021

Upcoming Webcast: “Proxy Season Roundtable - What You Need to Know Now”

On the heels of our popular "Anatomy of a Proxy" webcast, we have scheduled a companion webcast – "Proxy Season Roundtable: What You Need to Know Now" – set for Wednesday, December 1st.

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November 8, 2021

DOJ Announces New Enforcement Policies for Business Entities

Deputy Attorney General (DAG) Lisa Monaco delivered an exacting message to the white-collar defense bar at the "ABA's 36th National Institute on White Collar Crime" — the DOJ is stepping up its enforcement of corporate crime through several new initiatives. Speaking to an audience of white-collar criminal defense attorneys, DAG Monaco marched through a series of initiatives that will roll back mo

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November 5, 2021

ISS Proposes Voting Policy Changes in Four Hot Areas for US Companies

Yesterday, ISS posted 33 pages of proposed voting policy updates. The comment period has commenced and will end in less than two weeks - on November 16th. We'll provide a more detailed update when ISS adopts its final policy changes for 2022.

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November 4, 2021

Corp Fin’s New Staff Legal Bulletin on Shareholder Proposals: Wow!

Yesterday, Corp Fin issued Staff Legal Bulletin No. 14L relating to shareholder proposals - and it is a humdinger. Here are six things to know about this new SLB:

1.

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November 3, 2021

In-House Corner: Virtual Annual Meetings – Part 2

Recently, we started a new feature of this blog – 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 virtual annual meetings that we now have this Part 2 [we will even have a

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November 2, 2021

Tomorrow's Webcast: “Anatomy of a Proxy – Practice Tips from the Experts”

We have partnered with DFin to bring you a complimentary webcast - "Anatomy of a Proxy: Practice Tips from the Experts" - to be held tomorrow, Wednesday, November 3rd from 2:00-3:00 pm eastern.

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November 1, 2021

Board Diversity: A Comparison Between the NYSE & Nasdaq Now

Following up on a pair of blogs from Evelyn about Nasdaq's new diversity disclosure rules, in contrast to those new rules, the NYSE has taken an approach that advocates diversity without either suggesting new disclosure requirements or recommendin