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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