Last week, 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 that first blog about the practice of sending compliance reminders to insiders about their Section 16 obligations that we now…
“Ms. In-House Lawyer, can you tell me whether this is material?” If I hear that one more time (*shakes fist*). [This is one more in a series of blogs about “materiality” – here’s the last one.]
Determining whether something is “material” seems to dominate every question in every form. It shows up in…
Earlier this year, then acting SEC Chair Allison Herren Lee directed Corp Fin to focus on climate disclosure. We weren’t sure what would be the end result of such a review. Perhaps it will lead to a comprehensive report on how companies are faring. It undoubtedly will help instruct the climate disclosure rulemaking that the…
A few weeks ago, my colleague Allison Handy blogged about Nasdaq’s new board diversity disclosure requirements, now approved by the SEC. The new rules are discussed in more depth in our upcoming article in the “Corporate Governance Advisor”: “Nasdaq’s New Board Diversity Rules—a Booster Rocket for Increased Board Diversity.”
Welcome to 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. Feel free to ping me and join the group that shares their thoughts – they will be posted anonymously or with attribution, whichever you desire.
This particular batch…
As a securities disclosure attorney, you probably spend far more time worried about the latest disclosure rules and guidance from the Securities & Exchange Commission than thinking about advertising laws enforced by the Federal Trade Commission (FTC). When it comes to ESG issues, it might be useful to know some basics because there could be…
Your company has a pretty good risk management department. They’re good at bubbling up all sorts of issues to consider. They’re providing you with detailed analysis behind each of the risks. But they’re not SEC lawyers. That’s you. Little – and lonely – you (see my other blog about the loneliness of making the materiality…
Following up on my blog about the “leaving the board” roadmap, if you counsel directors as I have for many years, you’re familiar with that frantic call from a newbie director when they first learn about some illegal – or improper – activity at their company. They’re freaked. Justifiably so. After all, we all…
Not too many choices exist in the technical world of Form 4 reporting. But there is a choice to be made for reporting grants of stock-settled, time-based restricted stock units (RSUs). For Section 16 nerds like me, this is as thrilling as it gets.
These grants can be reported on a Form 4 in either…
Director behavior is at the essence of a director’s fiduciary duties. This is what Delaware courts love to write about in their opinions. That’s easy for all the lawyers in the room to understand. But the notion of “fiduciary duties” is not a topic typically foremost on a director’s mind. At least not until something…
