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Most Recent Issues:

The Corporate Counsel: January-February 2019

  • Tone Deaf at the Top: Now It's Your Problem When an Executive Messes Up. . .
    • Is There an Insider Trading Problem?
    • An Unusually-Timed Form 4 Attracts Attention
    • Beware of the Potential for Shareholder Derivative Suits
    • There Are Disclosure Issues Everywhere
    • Is This a Board Matter? (Yes)
    • Sanctions & Remedial Steps
    • Key Takeaways
  • Reg A Gets an Upgrade: Opening the Exemption to Reporting Issuers
  • Annual Season Items
  • Non-GAAP: "Equal or Greater" Prominence Applies to Your Earnings Release
  • Form S-3 is Sometimes a "Come as You Were" Party
  • 2019 Executive Compensation Disclosure Treatise
  • Early Bird Registration: Our "Proxy Disclosure/Executive Pay Conferences"

The Corporate Executive: November-December 2018

  • Issues for the Upcoming 2019 Proxy Season
  • Follow-up: More on the Section 162(m) Guidance Provided by IRS Notice 2018-68
  • Subjective Performance Goals After Elimination of the Performance-Based Compensation Exception
  • New Smaller Company Reporting Rules and Guidance from the SEC and NYSE
  • New Tool to Address Executives' Concentrated Stock Position Problems?
  • Methods Companies Can Use to Improve their Chances of Stopping Employees from Stealing their Customers, Information, and Other Employees
  • Trap for the Unwary: New Form 1040 May Be Confusing to Employees
  • 2019 Executive Compensation Disclosure Treatise
  • 2019 Edition of Romanek & Dunshee's "In-House Essentials Treatise"

The Corporate Counsel: November-December 2018

  • It is (Past) Time to Update Your Insider Trading Policy: Our Latest Resources
    • Why Have a Policy in the First Place?
    • Applying the SEC's Recent Cybersecurity Guidance
    • Increasing Access to Information: Are Policy Changes Required?
    • What is the Right Window/Blackout Period?
    • Blackout Periods: Issuers vs. Individuals
    • Who Approves the Insider Trading Policy?
    • Rule 10b5-1 Plans—What's Next?
    • Evolving Insider Trading Law: Personal Relationships
  • 2019 Executive Compensation Disclosure Treatise
  • 2019 Edition of Romanek & Dunshee's "In-House Essentials Treatise"

The Corporate Counsel: November-December 2018 Special Supplement

  • Our Model Insider Trading Program
  • Model Insider Trading Policy
  • Model Memorandum to Directors & Executive Officers
  • Amended Insider Trading Policy & Procedures
  • Model Memorandum to Department Heads Regarding Certifications
  • Model Board Resolutions
  • Guidelines for Rule 10b5-1 Plans

The Corporate Executive: September-October 2018

  • IRS Notice 2018-68 Provides Section 162(m) Change Guidance
  • Review of "New" Code Section 162(m)
  • Who Is a Covered Employee?
  • Compensation Under a Written Binding Contract in Effect on November 2, 2017
  • Contracts that Give the Company Discretion to Reduce Amounts
  • Material Modification
  • Amounts Designed to be Performance-Based Compensation
  • Action Items to Preserve Grandfathering Protection
  • Compensation Design Changes to Mitigate Lost Deduction Under Section 162(m)
  • Investor and Proxy Advisor View of Compensation Deferrals
  • Proxy Disclosure of Nondeductible Compensation
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