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Most Recent Issues:

The Corporate Counsel: March-April 2020

  • A Disclosure Framework for the Coronavirus
    • The SEC Weighs In
  • Coronavirus Disclosure Considerations
  • Executives in Trouble: Is Disclosure of Uncharged Conduct Required?
    • Other Potential Disclosure Considerations
  • "Test the Waters for All" Means WKSIs, Too!
    • What WKSIs Can Do Under Rule 163
    • The "Test the Waters" Rule 163B Alternative
    • Mix & Match? Rule 163B is Non-Exclusive
    • Conclusion: WKSIs Should Keep Rule 163B in Mind
  • It's Here: 2020 Executive Compensation Disclosure Treatise
  • Early Bird Registration! Our "Proxy Disclosure/Executive Pay Conferences"

The Corporate Executive: January-February 2020

  • It is All Relative: A Roadmap for Using Relative Total Shareholder Return
    • Types of RTSR Plans
    • Peer Group Members
    • Selecting the Performance Measurement Period
    • Vesting Criteria
    • Defining Key Terms and Provisions
    • Financial Accounting Considerations
    • Portfolio Theory and Long-Term Incentives
  • SEC Proposes Rules on Proxy Advisory Firms
    • SEC Provides "Interpretive Guidance"
    • ISS Files a Lawsuit
    • Proposed Rules
  • 2020 Executive Compensation Treatise
  • Early Bird Registration: Our "Proxy Disclosure/Executive Pay Conferences"

The Corporate Counsel: January-February 2020

  • Annual Season Items
    • Time for a Risk Factor Tune-Up?
    • Getting Back to Basics
    • Rooting Out Hypothetical Risk Factor Disclosure
    • Brexit—What's Next?
    • LIBOR Transition
    • IP and Technology Risks Associated with International Business Operations
    • Tariffs and Trade
    • World Health Concerns
    • Data Privacy
  • Omitting Third Year Comparisons from MD&A: The Staff Weighs In
  • More on MD&A: The Commission's Interpretive Release on KPIs and Metrics
  • A Brave New World for Confidential Treatment: Asking for Forgiveness Instead of Permission
    • A New Streamlined Confidential Treatment Process Dawns
    • Self-Executing Rules
    • Staff Review of Exhibits
    • New Streamlined Extension Confidential Treatment Request Procedures
    • Enter the Supremes: The Impact of Argus Leader
    • The SEC's New Confidential Treatment Request Guidance
  • 2020 Executive Compensation Disclosure Treatise
  • Early Bird Registration: Our "Proxy Disclosure/Executive Pay Conferences"

The Corporate Executive: November-December 2019

  • Is it Time to Adopt a Perquisites Policy?
    • Will They Know a Perquisite When They See It?
    • Is the Perquisite Authorized?
    • How is a Perquisite Valued?
    • What is the Purpose of the Perquisite?
    • What Must be Disclosed about Perquisites?
    • Drafting and Adopting the Perquisites Policy
    • Rolling Out the Perquisites Policy
  • Making the Grade: Is Your CD&A Still Doing its Job?
    • Getting Back to Basics: A Focus on the "A" in CD&A
    • Is a Summary of the Summary Really Necessary?
    • A Picture is Worth a Thousand Words
    • Don't Lose Sight of the "Voluntary" Disclosures
    • Relying on Disclosure Outside of CD&A
    • Is Your CD&A Staffing Right?
  • The Spotlight is on Non-GAAP Financial Measures of Performance
    • CII's Objections
    • Commissioner Jackson's Views
    • What Now?
  • Revisiting the SEC's Compensation Risk Disclosure Rule 10 Years Later
    • The Item 402(s) Disclosure Requirement: Rule vs. Practice
  • ISS FAQs as to Compensation Policies for 2020
    • Quantitative Pay-for-Performance Screens
    • Equity Plan Scorecard
    • Excessive Director Pay
    • Disclosure of Termination & Severance Payments
  • 2020 Executive Compensation Disclosure Treatise
  • 2020 Edition of "Proxy Season Disclosure Treatise"
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