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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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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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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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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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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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“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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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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Don’t Forget to Review the Graphics in Your Proxy

As lawyers reviewing disclosure documents, it's easy to gloss over the graphics when conducting a compliance review. But that would be a mistake. Those graphics are as important as any textual disclosure. Let me give you an example.

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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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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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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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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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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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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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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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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.