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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"

The Corporate Counsel: January-February 2019

  • Tone Deaf at the Top: Now It's Your Problem When an Executive Messes Up. . .
    • Is There an Insider Trading Problem?
    • An Unusually-Timed Form 4 Attracts Attention
    • Beware of the Potential for Shareholder Derivative Suits
    • There Are Disclosure Issues Everywhere
    • Is This a Board Matter? (Yes)
    • Sanctions & Remedial Steps
    • Key Takeaways
  • Reg A Gets an Upgrade: Opening the Exemption to Reporting Issuers
  • Annual Season Items
  • Non-GAAP: "Equal or Greater" Prominence Applies to Your Earnings Release
  • Form S-3 is Sometimes a "Come as You Were" Party
  • 2019 Executive Compensation Disclosure Treatise
  • Early Bird Registration: Our "Proxy Disclosure/Executive Pay Conferences"

The Corporate Executive: November-December 2018

  • Issues for the Upcoming 2019 Proxy Season
  • Follow-up: More on the Section 162(m) Guidance Provided by IRS Notice 2018-68
  • Subjective Performance Goals After Elimination of the Performance-Based Compensation Exception
  • New Smaller Company Reporting Rules and Guidance from the SEC and NYSE
  • New Tool to Address Executives' Concentrated Stock Position Problems?
  • Methods Companies Can Use to Improve their Chances of Stopping Employees from Stealing their Customers, Information, and Other Employees
  • Trap for the Unwary: New Form 1040 May Be Confusing to Employees
  • 2019 Executive Compensation Disclosure Treatise
  • 2019 Edition of Romanek & Dunshee's "In-House Essentials Treatise"
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