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The In-House Lawyer and the New Business Line’s Marketing Machine

August 3, 2021

Following up on my latest blog, Broc and I were mulling over the important question: “how does the publicity about a new line of business look in SEC filings compared to the marketing machine?” Obviously, the two different communication channels serve different customers and different needs. Drafted by two distinct sets of scribes with widely divergent mandates and skill sets. It comes as no surprise that the disclosure in SEC filings is going to…

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The Quorum Problem for Smaller Companies is Growing

By Broc Romanek

August 2, 2021

Recently, I was talking to Steve Pantina, who is co-founder and CEO of Proxy Analytics. Steve has been providing his clients with insightful weekly updates on emerging trends from the 2021 proxy season. In one of his recent missives, he described the growing trend of smaller companies having to adjourn their shareholders’ meetings in order to solicit additional votes. Steve explained that, from what he can tell, the increase in the frequency of meeting adjournments…

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Multiple Classes of Stock: Form 4 Reporting & Short Swing Matching

By Kelly Reinholdtsen

July 29, 2021

As companies continue to go public with dual classes of stock – SEC and proxy advisory firm scrutiny aside – questions arise around Form 4 reporting and short-swing profit recovery rules. For example, do you need to include all classes of stock on a Form 4 if you’re only reporting a transaction in one class? Are transactions in one class of securities matchable under the short-swing profit rules with transactions in another class of securities?…

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Multiple Classes of Stock: Form 4 Reporting & Short Swing Matching

By Kelly Reinholdtsen

July 29, 2021

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The Art of Responding to Corp Fin Comments: What Not to Do

By Jason Day

July 28, 2021

It’s important to know what to do when dealing with SEC Staff comments on your filings. But it’s just as important to know what not to do! Here are some pro tips to consider: Don’t Rush the Process – The comment letter will typically state that you have you 10 business days to respond to the comments. However, don’t hesitate to ask the SEC Staff for additional time to respond if you need it. Don’t…

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Why You Might Not Want to Join Your Friend’s Non-Profit Board

By Stewart Landefeld

July 27, 2021

When your friends and family learn that you have some background in corporate governance, you might get that request to help them out by joining their non-profit board. Since it is your area of expertise, your understandable kneejerk reaction may be just what mine so often is, “of course, I’m happy to help.” But should you temper your enthusiasm? Should you tap into that gnawing feeling of discomfort? My experience is unfortunately “yes.” I have…

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What’s the Value of a Comment Letter on a SEC Rulemaking? 6 Things to Know

By Broc Romanek

July 26, 2021

With over 6000 comment letters being submitted on the SEC’s request for comment on a possible climate disclosure rulemaking, it might be a good time to examine whether it’s worth the hassle of submitting a comment letter. Let’s start with a little primer about the comment letter process. The Administrative Procedure Act requires federal agencies to allow the public to comment on rulemakings before any rules are adopted. Here’s a pretty good summary of the …

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10 Nuggets from BlackRock’s 2021 Stewardship Report

By Broc Romanek

July 22, 2021

We’ve now got our hot little hands – well, my hands aren’t little – on BlackRock’s 2021 Investment Stewardship report and it’s weighing in at 76 pages. Yes, there is an Executive Summary – but it’s 15 pages long – so I’m going to spoon-feed you with these 10 nuggets: Stewardship team consists of nearly 70 analysts that work across 55 markets. Numbers below cover all of these markets, which means some may not be…

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4 Things to Consider When a Director Mulls Leaving the Board

By Stewart Landefeld

July 21, 2021

Following up on my blog about directors departing when the going gets tough, let me back up a little and comb through what might go through a director’s mind before deciding to leave a board. The director is close to the edge. The crisis is unrelenting. Both mentally and physically. It’s taking over from their job and other board service. The director’s significant other can’t take the complaining anymore. The director thinks a departure is…

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The Loneliness of Making the Materiality Decision

By Broc Romanek

July 20, 2021

You’re sitting in your office staring at your fern when it dawns on you. It’s all you, dude. The buck stops here. You remember the law school lessons. TSC Industries v. Northway in 1976. That case has its own Wikipedia page, for heaven’s sake. “An omitted fact is material if there is a substantial likelihood that a reasonable shareholder would consider it important.” And then there’s Basic v. Levinson in 1988 that reiterated the…

Public Chatter

Blog Authors

The In-House Lawyer and the New Business Line’s Marketing Machine

The Quorum Problem for Smaller Companies is Growing

Multiple Classes of Stock: Form 4 Reporting & Short Swing Matching

Multiple Classes of Stock: Form 4 Reporting & Short Swing Matching

The Art of Responding to Corp Fin Comments: What Not to Do

Why You Might Not Want to Join Your Friend’s Non-Profit Board

What’s the Value of a Comment Letter on a SEC Rulemaking? 6 Things to Know

10 Nuggets from BlackRock’s 2021 Stewardship Report

4 Things to Consider When a Director Mulls Leaving the Board

The Loneliness of Making the Materiality Decision

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