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Most Recent Issues:

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

The Corporate Counsel: September-October 2018

  • Disclosure & Internal Controls After the SEC's Cyber 21(a) Report
    • The SEC Faces Pressure to Bring Cyber Enforcement Cases
    • What the SEC Expects from Disclosure Controls & Procedures
    • Internal Controls Must Protect "Assets"
    • Use COSO to Assess Cybersecurity Controls
    • Seven Key Points to Consider When Reviewing Your Cybersecurity Controls
  • Top 22 Takeaways: Our "Pay Ratio & Proxy Disclosure Conference"
  • 2019 Executive Compensation Disclosure Treatise
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