The Corporate Counsel, Vol. XVI: 1991

November-December 1991

• Rule 144 (CC Nov-Dec 91)
• The S-8 (CC Nov-Dec 91)
• The Resale S-3 (CC Nov-Dec 91)
• Regulation D (CC Nov-Dec 91)
• Section 16 (CC Nov-Dec 91)
• Foster Pepper Reversed - Acceleration of Vesting Will Not Create New Grant (CC Nov-Dec 91)
• Staff Confirms 16b-3 Flexible Pricing (CC Nov-Dec 91)
• Staff Says Extension of Post-Retirement Exercise Period Now Requires Shareholder Approval (CC Nov-Dec 91)
• Staff Issues Favorable Shareholder Approval Positions on Two Plan Amendments (CC Nov-Dec 91)
• Addition of Tax Withholding Feature to Stock Options Does Not Require Shareholder Approval (CC Nov-Dec 91)
• The Rule 144 Holding Period When Funds are Borrowed to Purchase Restricted Securities (CC Nov-Dec 91)
• Staff Confirms Favorable 144 ESOP Distribution Position (CC Nov-Dec 91)
• Tough Corporate Criminal Sentencing Guidelines Enacted - Time to Review Corporate Compliance Programs (CC Nov-Dec 91)
• CC Vol XVI No 6 Appendix Nov-Dec 91
• 1992 Survey of Corporate Law Department Salaries (CC Nov-Dec 91)

September-October 1991

• Bonus Stock (CC Sept-Oct 91)
• Staff Continues to Permit Affiliates' Private Foundations to Sell Outside Rule 144 (CC Sept-Oct 91)
• Staff Refuses to Give Rule 144 Comfort to Trust Where Affiliate Is Income Beneficiary (CC Sept-Oct 91)
• S-8 Registration and Rule 144 (CC Sept-Oct 91)
• Selling Shelf-Registered Stock Under Rule 144 Instead (CC Sept-Oct 91)
• Rule 144 and Pledged Securities - Morgan Stanley Proceeding Settled and Clarified (CC Sept-Oct 91)
• Staff Provides Some 16b-3 Relief for Plans With Replenishment Provisions, But Closes the Door Prospectively (CC Sept-Oct 91)
• Staff Takes Favorable Reload Position (CC Sept-Oct 91)
• Staff Says Acceleration of Stock Option Vesting is new Grant for Purposes of Six-Month 16(b) Holding Period (CC Sept-Oct 91)
• Staff Says Reduction of Vesting Period Will Not Require Shareholder Approval (CC Sept-Oct 91)
• Staff Says Replacement of Out-of-Money Options Does Not Require Shareholder Approval (CC Sept-Oct 91)
• Section 16 Trust Clarification (CC Sept-Oct 91)
• Calculating the Prior One Year for Disinterested Directors (CC Sept-Oct 91)
• The Exception to Disinterested Administration Where Directors are Not Permitted to Participate in the Plan (CC Sept-Oct 91)
• Staff Says It Will No Longer Issue Letters On Whether a Plan Complies With Rule 16b-3 (CC Sept-Oct 91)
• California's Prop 105 South Africa Prospectus Disclosure Requirement Dead (CC Sept-Oct 91)
• California NASDAQ/NMS Update (CC Sept-Oct 91)
• The Upcoming Issue of The Corporate Executive - Year-End Section 16 Guidelines and Model Forms (CC Sept-Oct 91)

July-August 1991

• Favorable Position for Performance Plans (CC July-Aug 91)
• Spouses as Trustees - Staff Modifies Its Position (CC July-Aug 91)
• Voluntary Forms 4 May Be Filed Any Time (CC July-Aug 91)
• Hard Line on Reporting Phantom Stock Units (CC July-Aug 91)
• Understanding Position on Disinterested Directors of Newly-Public Issuers (CC July-Aug 91)
• Additional Letters of Interest on Section 16 (CC July-Aug 91)
• More on Plan Share Replenishment Provisions (CC July-Aug 91)
• Staff Again Permits Tacking of Warrant Holding Period to that of Stock Obtained Upon Exercise (CC July-Aug 91)
• Staff Affirms That Recent Rule 144 Amendments Did Not Change Venture Capital Limited Partnership Tacking (CC July-Aug 91)
• Pledgees of Affiliates (CC July-Aug 91)
• Staff Says Broker May Sell Under Rule 144 Securities Pledged by Affiliates of the Broker (CC July-Aug 91)
• Staff Says Transfer of Rule 701 Stock Does Not Start a New Rule 144 Holding period (CC July-Aug 91)
• A Novel Way to Avoid Resale Registration Requirements Clipped (CC July-Aug 91)
• Unregistered Exchange Offer Doesn't Start New Holding Period (CC July-Aug 91)
• Staff Says Put Options O.K. Under Rule 144, But... (CC July-Aug 91)
• Not All Accredited Investors Accredited (CC July-Aug 91)
• Favorable Tax Court Decision on Deferred Compensation Second Look (CC July-Aug 91)

May-June 1991

• Stock Tax Withholding Under New Rules & Section 16 Shareholder Approval Surprises (CC May-June 91)
• The Shareholder Approval Release (CC May-June 91)
• For Options Granted Subject to Shareholder Approval, Grant Date Will Be Date of Vote (CC May-June 91)
• LSARs: Staff Appears to Take More Restrictive Position (CC May-June 91)
• More on Plan Replenishment Provisions (CC May-June 91)
• Switching to New Rule 16b-3 May Be Appropriate Now for Some Companies (CC May-June 91)
• What Coming Under The New Rule Means (CC May-June 91)
• Bill Aimed at Executive Compensation Excesses Contains Accounting Charge Bombshell (CC May-June 91)
• Plaintiffs' Lawyers Sending Demand Letters for Cashless Exercises and Other Sales (CC May-June 91)
• Federal Reserve Staff Takes Favorable Position on Cashless Exercises By Outside Directors (CC May-June 91)
• When to File Form 144 When Effecting a Cashless Option Exercise (CC May-June 91)
• Reporting the Number of Options on New Forms 4 and 5 (CC May-June 91)

March-April 1991

• Previously Unreported Derivative Securities on First Form 3, 4 or 5 Filing May Be Reported (CC Mar-April 91)
• Post-May New Employee Plans Will Not Force Compliance with New Rule 16b-3 Prior to Sept. 1, 1992 (CC Mar-April 91)
• When Reporting a Transaction Involving a Derivative Security, Only Identical Ones Need Be Reported (CC Mar-April 91)
• Even Plan Amendments... No Longer Trigger Filing a Preliminary Proxy Statement (CC Mar-April 91)
• Other Positions (CC Mar-April 91)
• Cash-Only SARs (CC Mar-April 91)
• Will Reload Stock Options Work Under New Rule 16b-3? (CC Mar-April 91)
• Taking Directors' Fees In Stock or Discounted Stock Options (CC Mar-April 91)
• Rule 16b-3: Grants; Participant-Directed Transactions (CC Mar-April 91)
• Our Company has a Rule 16b-3 Stock Bonus Plan. We Will Receive Shares in December. Do I Pay Taxes in '91? (CC Mar-April 91)
• We Have a June 30 Fiscal Year. Is There a Form 5 Filing Obligation This Year? (CC Mar-April 91)
• Didn't the Section 16 Rule Changes Drop the Flexible Pricing Provisions? (CC Mar-April 91)
• How Do We Obtain Copies of the New Forms? (CC Mar-April 91)
• The SEC's Case Against Morgan Stanley for Liquidating Pledged Securities in Violation of Rule 144 (CC Mar-April 91)
• Insider-Debtor Liable for Short-Swing Profits From Collateral Upon Default (CC Mar-April 91)
• Selling Rule 144 Stock Short (CC Mar-April 91)
• Staff Takes Troublesome 16b-3 Position on Option Plans (CC Mar-April 91)
• Staff Allows Issuers to Use Put Options for Corporate Repurchase Programs (CC Mar-April 91)
• Staff Retreating from Its Position That Rule 701 Shares Assumed in Merger Need Not Be Covered by S-8 (CC Mar-April 91)
• Staff Appears to be Reining in its Stock Bonus (and Possibly Restricted Stock) Positions (CC Mar-April 91)
• Staff Reiterates Top Hat Plans Now Require Registration (CC Mar-April 91)
• Don't Worry About Your S-8 and the Timing of Form 11-K (CC Mar-April 91)
• Model Form 4 for Reporting Outstanding Previously Unreported Derivative Securities (CC Mar-April 91)

January-February 1991

• Actions to be Taken Now Regarding Section 16 Rule Changes (CC Jan-Feb 91)
• Questions and Answers on Section 16 (CC Jan-Feb 91)
• Does my company's stock option plan have to conform with the new Rule 16b-3 requirements..? (CC Jan-Feb 91)
• Must a stock option be held for six months before exercise? (CC Jan-Feb 91)
• My option expires on April 25. What can I do? (CC Jan-Feb 91)
• Our company's stock option plan historically has not complied with Rule 16b-3... (CC Jan-Feb 91)
• If an issuer adopts a new plan after May 1, must it comply with 16b-3 requirements prior to 9/1/92? (CC Jan-Feb 91)
• Will stock option plan amendments require shareholder approval? Staff review of proxy statements? (CC Jan-Feb 91)
• Do we need to amend our S-8's? (CC Jan-Feb 91)
• I will become an officer (or director) of a company on June 1...(CC Jan-Feb 91)
• A CEO owns 40% of privately-held X Corp. ...(CC Jan-Feb 91)
• I am a partner of P Co., a general partnership which owns 15% of an issuer. Am I subject to Section 16? (CC Jan-Feb 91)
• What's left for SAR's? (CC Jan-Feb 91)
• Stock Plan Transactions Under New Section 16 Rules (CC Jan-Feb 91)
• More to Come - Model Checklists, Charts, Compliance Forms, etc. (CC Jan-Feb 91)