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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 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"
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