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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

The Corporate Counsel: July-August 2018

  • Avoiding "Proxy Panic": Tips for Dealing with Post-Mailing Surprises
    • What Might Make You Consider an Update?
    • Developments That Don't Necessarily Prompt Updates
    • Do You Need to Amend or Supplement Your Proxy?
    • Do You File an Amendment or a Supplement?
    • When Will Changes Result in a New 10-Day Waiting Period?
    • Do You Have to Send New Materials to Shareholders?
    • Should You Postpone or Adjourn the Meeting?
  • Proxy Voting: Are "Broker-Managed Accounts" Shifting the Landscape?
  • Materiality: Making the Call, Part II
  • 2019 Executive Compensation Disclosure Treatise

The Corporate Executive: July-August 2018

  • ISO Pros and Cons Update—Redux
  • Accounting for Elon Musk's Mega Grant
  • FASB Finalizes ASU on Accounting for Awards Issued to Nonemployees
  • Rule 701 Disclosure Threshold Updated; SEC Seeks Comment on Conceptual Modernization of Rule 701 and Form S-8
  • IRS Guidance on Section 162(m)—What We're Hearing
  • Our Mega "Pay Ratio and Executive Compensation Conferences"
  • 2019 Edition of Romanek and Dunshee's "In-House Essentials Treatise"

The Corporate Counsel: May-June 2018

  • The Fundamentals of a "Fundamental Change"
    • What's the Big Deal About a "Fundamental Change?"
    • When It Comes to Formal Guidance, You're on Your Own (Mostly)
    • "Fundamental Change" Lore: Informal Corp Fin Statements
    • Comment Letters Addressing "Fundamental Changes"
    • Clues from Form 1-U?
    • SEC Enforcement & Litigation
    • Seven "Fundamental Change" Lessons from Experience
  • The Cabinet of Curiosities: Strange Things in the Exchange Act
    • The Rules Don't Always Mean What They Say
    • Section 16: It's Not Just for the Big Guys
    • Insider Trading—The Legal Kind
    • The Williams Act? But It's a Private Company
    • The Case of the Missing (But Not Really Missing) Fourth Quarter 10-Q
  • Register Now to Save. Our "Pay Ratio & Proxy Disclosure Conference"
  • 101 Pro Tips—Career Advice for the Ages
  • It's Done: 2019 Edition of Romanek's & Dunshee's "In-House Essential Treatise"
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