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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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