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The Corporate Counsel: July-August 2019

  • Early Returns From the Fast Act Rule Changes
    • Changes to the Form 10-K Cover Page
    • Item 102 of S-K—Description of Property
    • Item 303 of S-K—MD&A
    • Item 601 of S-K—Exhibits: Description of Securities
    • Some Takeaways
  • Unpacking Stock Splits
    • Stock Split v. Stock Dividend: What's the Difference?
    • Companies Need "Surplus" To Pay Dividends
    • Do You Have Enough Shares?
    • Directors' Fiduciary Duties
    • Reverse Splits: Appraisal Rights & Fair Value of Fractional Shares
    • Federal Income Tax Treatment of Splits & Reverse Splits
    • Federal Securities Law Compliance
    • Exchange Act Compliance
    • Stock Exchange Rules
    • 5 Key Takeaways
  • A Few Words About Delaware's "Legal Capital" Requirements
    • Delaware's Rules on Buybacks & Dividends
    • Valuation of Assets & Liabilities
  • "The SEC All-Stars"—A Frank Conversation

The Corporate Executive: May-June 2019

  • Should Compensation Committees Explicitly Take On the Responsibility of Human Capital Management?
  • One Positive Aspect of the Repeal of Section 162(m)'s Performance-Based Exception: Inducement Awards More Viable
  • Tax Accounting for Stock Compensation Subject to Section 162(m)
  • A Lawsuit Alleging Inadequate Disclosure of a Stock Plan to Shareholders Fails but Teaches a Lesson
  • "The SEC All-Stars": A Frank Conversation
  • Updated: Dunshee & Romanek's "The Corporate Governance Treatise"

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"
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