The Corporate Counsel, Vol. XXXIII: 2008

November-December 2008 [PDF]

• Former Executive Officers and Former Directors—Proxy Disclosure Checklist (CC Nov-Dec 2008)
• Item 404(a)—When Does a Law Firm Partner Have a Material Interest in the Firm's Relationship with the Issuer? (CC Nov-Dec 2008)
• The Staff's Rule 14a-3 Relief Authority (CC Nov-Dec 2008)
• Whatever Happened to the Proposed Amendment of NYSE Rule 452 to Ban Uninstructed Broker Voting of Street-Name Shares in Director Elections? (CC Nov-Dec 2008)
• Meltdown Accounting Issues (CC Nov-Dec 2008)
• Rule 14a-8 Practice Update (CC Nov-Dec 2008)
• A Suggested Alternative to Repricing Melted-Down Stock Options (CC Nov-Dec 2008)
• Updating Risk Factors—Update (CC Nov-Dec 2008)

September-October 2008 [PDF]

• Economic Crisis Impacts: Disclosure in 1934 Act Reports (CC Sept-Oct 2008)
• More Meltdown Fallout—Falling Share Prices Can Affect S-3 Eligibility, WKSI Status, Listing (CC Sept-Oct 2008)
• SEC Regulation of Investment Banking—R.I.P. (CC Sept-Oct 2008)
• Legal Opinions in Rule 14a-8 No-Action Letter Requests (CC Sept-Oct 2008)
• Rule 701 Heads-Ups—Measurement Date(s) for Restricted Stock/RSUs (CC Sept-Oct 2008)
• New 1934 Act CDIs—Staff Confirms 10-K Delinquency Date Where Issuer Doesn't File Proxy Statement Within 120 Days After Yearend (CC Sept-Oct 2008)
• The Recent Short Sale Ban—Impact on Counterparty Transactions (CC Sept-Oct 2008)
• A Few More Meltdown Thoughts (CC Sept-Oct 2008)
• It's Here! Lynn, Romanek & Borges' Executive Compensation Treatise (CC Sept-Oct 2008)

July-August 2008 [PDF]

• Correcting CEO/CFO Certifications—New S-K Interps (CC July-Aug 2008)
• De-Mystifying the 135-Day Rule on the Age of Financial Statements When 1933 Act Registration Statement is Effected (CC July-Aug 2008)
• "No View" on Bebchuk Proposal (CC July-Aug 2008)
• Disclosing Pending Government Investigation—Qui Tam Actions (CC July-Aug 2008)
• Recent Uptick of Software Revenue Recognition Accounting Problems (CC July-Aug 2008)
• SEC Backs Off Inflation Adjustment (CC July-Aug 2008)
• PCAOB Inspection Tidbits (CC July-Aug 2008)
• Staff's Non-Use of E-Mail—A Few Insights (CC July-Aug 2008)
• Clarifying California's Updated Stock Option Regs—Expansion by Regulation of Its Rule 701-Like Statutory Exemption (CC July-Aug 2008)
• North Dakota's New Corporation Law—Now, We Get It! (CC July-Aug 2008)
• Coming Soon: "The Executive Compensation Disclosure Treatise and Reporting Guide" (CC July-Aug 2008)

May-June 2008 [PDF]

• More on Obtaining Staff Guidance (CC May-June 2008)
• Amended Rule 144—Impact on Pledgees and Donees (CC May-June 2008)
• More on the New 8-K CDIs (CC May-June 2008)
• Parsing the Integration Safe Harbors (CC May-June 2008)
• Corp Fin's Mini Re-Org (CC May-June 2008)
• S-3 Eligibility Waivers—8-K Latitude? (CC May-June 2008)
• Staff Says No Non-GAAP Financial Statements (CC May-June 2008)
• Use of Company Stock to Make Matching Contribution to 401(k) Plan—NYSE Notice and Shareholder Approval Requirements (CC May-June 2008)
• 8-K Reporting of JPMorgan Chase's CEO Option/SAR Grant (CC May-June 2008)
• Bebchuk Status Report (CC May-June 2008)
• Two 'Must' Conferences—In One (CC May-June 2008)

March-April 2008 [PDF]

• Obtaining Staff Guidance Today (CC Mar-Apr 2008)
• Staff Response Process (CC Mar-Apr 2008)
• What Staff Relief Means (CC Mar-Apr 2008)
• The New 8-K Item 5.02 CDIs (CC Mar-Apr 2008)
• Current Disclosure of Cash Bonus, Etc. Plans (Item 5.02(e)) (CC Mar-Apr 2008)
• Officer and Director Appointments, Resignations, etc. (5.02(b)–(d)) (CC Mar-Apr 2008)
• Bebchuk's Shareholder Proposal—Follow-Up (CC Mar-Apr 2008)
• Expect More Full 1934 Act Reviews (CC Mar-Apr 2008)
• Non-AFs—Failure to Include the SOX 404(a) Report in the 10-K (CC Mar-Apr 2008)
• SEC–0; Short Sellers–3—More Thoughts on Mangan, Etc. (CC Mar-Apr 2008)
• Now Available: InvestorRelationships.com (CC Mar-Apr 2008)

January-February 2008 [PDF]

• The Commission's Useful Integration (Rule 152, etc.) Guidance in August's Reg D Proposing Release (CC Jan-Feb 2008)
• Yet Another Statutory Basis for a Reg D Offering: Section 28 (CC Jan-Feb 2008)
• This Year, Preliminary Proxy Filing Can Lead to Real-Time Review of 402/404 Disclosures (CC Jan-Feb 2008)
• S-K Item 404(a) Follow-Up—More on Which In-Laws are Related Persons (CC Jan-Feb 2008)
• Audit Committee Involvement in Drafting the CD&A—Why Pile On? (CC Jan-Feb 2008)
• "Proxy Access" (CC Jan-Feb 2008)
• Bebchuk Shareholder Proposal Follow-Up (CC Jan-Feb 2008)
• Google's TSOs—S-3 Registration Rather Than S-8—Follow-Up (CC Jan-Feb 2008)
• Stoneridge!@#$% (CC Jan-Feb 2008)
• Enforcement Staff Busy Advising Backdaters and Others When Investigation Has Closed (CC Jan-Feb 2008)
• Bulletin Board Companies Left Out of S-3 Expansion (CC Jan-Feb 2008)
• Cheap Stock—IPO Disclosure Overkill (CC Jan-Feb 2008)
• 8-K Amendment Coming to Clarify that 4.02 Reporting Cannot Be (Buried) in 10-Q/K (CC Jan-Feb 2008)
• FASB Re-Examining FAS 5 Disclosure Criteria—Eventual Impact on the Audit Letter Process (CC Jan-Feb 2008)
• Annual Salary Survey (CC Jan-Feb 2008)
• The New Rule 144 Amendments—Our Upcoming Video Conference (CC Jan-Feb 2008)

January-February 2008 Supplement: Altman Weil In-House Counsel Survey [PDF]

January-February 2008 Supplement [PDF]

• CD&A Alert: Saying "To Be Competitive" Is Not Analysis
• A Red Flag
• Critical Analysis
• An Example
• Our Concerns
• Suggestions