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"

The Corporate Counsel - Choose year: Select Year... 2019 2018 2017 2016 2015 2014 2013 2012 2011 2010 2009 2008 2007 2006 2005 2004 2003 2002 2001 2000 1999 1998 1997 1996 1995 1994 1993 1992 1991 1990 1989 1988 1987 1986 1985 1984 1983 1982 1981 1980 1979 1978 1977 1975-1976
or Browse List of Issues

The Corporate Executive - Choose year: Select Year... 2019 2018 2017 2016 2015 2014 2013 2012 2011 2010 2009 2008 2007 2006 2005 2004 2003 2002 2001 2000 1999 1998 1997 1996 1995 1994 1993 1992 1991 1990 1989 1988 1986 - 1987
or Browse List of Issues