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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

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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