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

The Corporate Executive: May-June 2019

• Should Compensation Committees Explicitly Take On the Responsibility of Human Capital Management?
• One Positive Aspect of the Repeal of Section 162(m)'s Performance-Based Exception: Inducement Awards More Viable
• Tax Accounting for Stock Compensation Subject to Section 162(m)
• A Lawsuit Alleging Inadequate Disclosure of a Stock Plan to Shareholders Fails but Teaches a Lesson
• "The SEC All-Stars": A Frank Conversation
• Updated: Dunshee & Romanek's "The Corporate Governance Treatise"

The Corporate Counsel: May-June 2019

• Proxy Statement Strike Suits: Everything Old is New Again
• Why Do Plaintiffs Like These Targets?
• What Should You Do Now to Avoid a Problem?
• What Should You Do If You Get a Demand Letter?
• When, Why & How to Amend an Exchange Act Report
• Amendments Required by Specific Form Line Items
• Amendments Prompted by Staff Comments
• Other Circumstances Requiring Amendments
• What Doesn't Necessarily Require an Amendment?
• Why Might You Amend When It's Not Required?
• Events That Happen After You File but Before the Report's Due Date
• You Can't Use a Later Report to Fix an Earlier Report
• Consequences of Failing to Amend When Necessary
• Mechanics of Amendment
• Should You Update the Report When You Amend It?
• 8 Key Takeaways for Amending Exchange Act Reports

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