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
• Early Bird Registration: Our "Proxy Disclosure/Executive Pay Conferences"

The Corporate Executive: March-April 2019

• The SEC Adopts Final Rules on Disclosure of Hedging Policies
• Triggering a Good-Reason Termination
• IRS Issues Guidance on Section 83(i)
• Defining Stock FMV as Prior-Day Close Buys Time for Tax Calculations
• Using Prior-Day Close to Facilitate RSU Payouts
• Rules Requiring Suspension of Contributions After Hardship Withdrawal from 401(k) Plans Are Changing
• "The SEC All-Stars": A Frank Conversation
• Updated: Dunshee & Romanek's "The Corporate Governance Treatise"

The Corporate Counsel: March-April 2019

• Board Minutes: Best Practices for Everyone's Least Favorite Task
• Why Do Minutes Matter?
• The Importance of Setting the Stage: Agendas & Board Materials
• Putting Pen to Paper: Drafting the Minutes
• Address Director Notes to Preserve Minutes as the Definitive Record
• What About the Corporate Secretary's Notes and Draft Minutes?
• Five Key Takeaways About Your Board Minutes
• Now, Therefore, It Is RESOLVED: Drafting Board Resolutions
• Early Bird Registration: Our "Proxy Disclosure/Executive Pay Conferences"
• 2019 Executive Compensation Disclosure Treatise

The Corporate Executive: January-February 2019

• Changes to ISS Policies for 2019
• Compensation Policies
• Equity Compensation Plan FAQs
• Year 2 of the CEO Pay Ratio Disclosure: Some Investors Want More Details
• Lessons Learned from 2018 Disclosures
• Disclosure Should Be Easier for Most Companies in 2019
• Renewed Interest and Shareholder Activism for the CEO Pay Ratio Disclosure
• What to Do Now
• SAP's Outside-the-Box ESPP
• How SAP's Plan Works
• Potato, Potahto, Match, Discount
• Pros and Cons of Open Market ESPPs
• Why a Non-Qualified Plan?
• Tax Withholding
• Lookback and a Match?
• Bifurcated ESPPs: Qualified in U.S. and Match Outside U.S.?
• Early Bird: "Proxy Disclosure Conference"

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