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"

The Corporate Counsel: November-December 2018

• It is (Past) Time to Update Your Insider Trading Policy: Our Latest Resources
• Why Have a Policy in the First Place?
• Applying the SEC's Recent Cybersecurity Guidance
• Increasing Access to Information: Are Policy Changes Required?
• What is the Right Window/Blackout Period?
• Blackout Periods: Issuers vs. Individuals
• Who Approves the Insider Trading Policy?
• Rule 10b5-1 Plans—What's Next?
• Evolving Insider Trading Law: Personal Relationships
• 2019 Executive Compensation Disclosure Treatise
• 2019 Edition of Romanek & Dunshee's "In-House Essentials Treatise"

The Corporate Counsel: November-December 2018 Special Supplement

• Our Model Insider Trading Program
• Model Insider Trading Policy
• Model Memorandum to Directors & Executive Officers
• Amended Insider Trading Policy & Procedures
• Model Memorandum to Department Heads Regarding Certifications
• Model Board Resolutions
• Guidelines for Rule 10b5-1 Plans

The Corporate Executive: September-October 2018

• IRS Notice 2018-68 Provides Section 162(m) Change Guidance
• Review of "New" Code Section 162(m)
• Who Is a Covered Employee?
• Compensation Under a Written Binding Contract in Effect on November 2, 2017
• Contracts that Give the Company Discretion to Reduce Amounts
• Material Modification
• Amounts Designed to be Performance-Based Compensation
• Action Items to Preserve Grandfathering Protection
• Compensation Design Changes to Mitigate Lost Deduction Under Section 162(m)
• Investor and Proxy Advisor View of Compensation Deferrals
• Proxy Disclosure of Nondeductible Compensation

The Corporate Counsel: September-October 2018

• Disclosure & Internal Controls After the SEC's Cyber 21(a) Report
• The SEC Faces Pressure to Bring Cyber Enforcement Cases
• What the SEC Expects from Disclosure Controls & Procedures
• Internal Controls Must Protect "Assets"
• Use COSO to Assess Cybersecurity Controls
• Seven Key Points to Consider When Reviewing Your Cybersecurity Controls
• Top 22 Takeaways: Our "Pay Ratio & Proxy Disclosure Conference"
• 2019 Executive Compensation Disclosure Treatise

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