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The Corporate Executive: November-December 2019

  • Is it Time to Adopt a Perquisites Policy?
    • Will They Know a Perquisite When They See It?
    • Is the Perquisite Authorized?
    • How is a Perquisite Valued?
    • What is the Purpose of the Perquisite?
    • What Must be Disclosed about Perquisites?
    • Drafting and Adopting the Perquisites Policy
    • Rolling Out the Perquisites Policy
  • Making the Grade: Is Your CD&A Still Doing its Job?
    • Getting Back to Basics: A Focus on the "A" in CD&A
    • Is a Summary of the Summary Really Necessary?
    • A Picture is Worth a Thousand Words
    • Don't Lose Sight of the "Voluntary" Disclosures
    • Relying on Disclosure Outside of CD&A
    • Is Your CD&A Staffing Right?
  • The Spotlight is on Non-GAAP Financial Measures of Performance
    • CII's Objections
    • Commissioner Jackson's Views
    • What Now?
  • Revisiting the SEC's Compensation Risk Disclosure Rule 10 Years Later
    • The Item 402(s) Disclosure Requirement: Rule vs. Practice
  • ISS FAQs as to Compensation Policies for 2020
    • Quantitative Pay-for-Performance Screens
    • Equity Plan Scorecard
    • Excessive Director Pay
    • Disclosure of Termination & Severance Payments
  • 2020 Executive Compensation Disclosure Treatise
  • 2020 Edition of "Proxy Season Disclosure Treatise"

The Corporate Counsel: November-December 2019

  • Hedging Disclosure Is Here—Are You Ready?
    • Background of Hedging Disclosure Requirement
    • What Item 407(i) of Regulation S-K Requires
    • Applicability & Effective Dates
    • Interpreting the New Hedging Disclosure Requirement
    • Rule Applies to Broad Categories of Transactions
    • Elaborate Policy Not Required
    • Drafting Proxy Disclosure
  • Non-GAAP: Staff Scrutinizes "Individually Tailored Accounting Principles"
    • Evolution of the Staff's Non-GAAP Comments
    • What is "Tailored Accounting?"
    • Where is the Staff Raising "Tailored Accounting" Comments?
    • Comments On Acquisition-Related Adjustments
    • Five Key Takeaways on Tailored Accounting
  • 2020 Executive Compensation Disclosure Treatise
  • 2020 Proxy Season Disclosure Treatise

The Corporate Executive: September-October 2019

  • The Basics: Understanding How U.S. Residency Is Determined
    • Is the Executive a Resident Alien or Nonresident Alien for U.S. Income Tax Purposes?
    • Timing is Critical
    • Commencement of U.S. Income Tax Residency
    • Delaying the Commencement of U.S. Income Tax Residency
    • Pre-Immigration Tax Planning Opportunities
  • Pre-Immigration Tax Planning Opportunities for Equity Compensation
    • Section 83(b) Elections as to Stock Awards
    • Mechanics of Making a Section 83(b) Election for an NRA
  • Pre-Immigration Tax Planning Opportunities: Trap for Nonqualified Deferred Compensation
    • Offshore Life Insurance and Variable Annuity Vehicles
    • "Deferred Compensation" — Qualified Plan
  • Planning Opportunities for Foreign Nationals Leaving the United States
  • FBAR and FATCA: Other Implications of Resident Alien Status
  • 2020 Executive Compensation Disclosure Treatise
  • 2020 Edition of "Proxy Season Disclosure Treatise"

The Corporate Counsel: September-October 2019

  • Beyond the Big 3: The Skinny on Other Standing Board Committees
  • Standing Committees v. Special Committees
  • Why Do Boards Establish Additional Standing Committees?
  • How Much Authority May the Board Delegate to a Standing Committee?
  • Some Things to Think About When Forming a Standing Committee
  • Proxy Disclosure
  • Beyond the Big 3: Other Common Standing Committees
  • Key Takeaways About Standing Committees
  • 2020 Edition of Romanek & Dunshee's "Proxy Season Disclosure Treatise"

The Corporate Counsel: July-August 2019

  • Early Returns From the Fast Act Rule Changes
    • Changes to the Form 10-K Cover Page
    • Item 102 of S-K—Description of Property
    • Item 303 of S-K—MD&A
    • Item 601 of S-K—Exhibits: Description of Securities
    • Some Takeaways
  • Unpacking Stock Splits
    • Stock Split v. Stock Dividend: What's the Difference?
    • Companies Need "Surplus" To Pay Dividends
    • Do You Have Enough Shares?
    • Directors' Fiduciary Duties
    • Reverse Splits: Appraisal Rights & Fair Value of Fractional Shares
    • Federal Income Tax Treatment of Splits & Reverse Splits
    • Federal Securities Law Compliance
    • Exchange Act Compliance
    • Stock Exchange Rules
    • 5 Key Takeaways
  • A Few Words About Delaware's "Legal Capital" Requirements
    • Delaware's Rules on Buybacks & Dividends
    • Valuation of Assets & Liabilities
  • "The SEC All-Stars"—A Frank Conversation
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