The Corporate Counsel, Vol. XXXIV: 2009

November-December 2009[PDF]

• New SLAB Narrows 14a—8(i)(7) Ordinary Business "Risk" Exclusion (CC Nov-Dec 2009)
• Staff Says It Won't Necessarily Settle for Futures—Only Comments on Executive Compensation Disclosures—What That Will Mean For Issuers (CC Nov-Dec 2009)
• Other SLAB 14E Items
• A Few Thoughts on Proxy Access (CC Nov-Dec 2009)
• Can No Disclosure Be Good Disclosure? (CC Nov-Dec 2009)
• CFOCA Update (CC Nov-Dec 2009)
• More on Obtaining CFOCA Waiver Letters for Separate Financials of Acquired Businesses, Subsidiaries and Guarantors (CC Nov-Dec 2009)
• ABA Committee's Statement of Effect of the FASB Codification on Audit Response Letters (CC Nov-Dec 2009)
• The Staff's New Section 13(d)/(g) CDIs (CC Nov-Dec 2009)

September-October 2009 [PDF]

• More Meltdown Fallout—Going Concern and Other Out-of-the-Ordinary Audit Reports in SEC Filings (CC Sept-Oct 2009)
• Omitting Schedules from a Filed Merger Agreement—The Merrill Lynch Bonuses (CC Sept-Oct 2009)
• Filing an Acquired Company's Post-§15(d) Suspension 10-K—EDGAR Technicalities (CC Sept-Oct 2009)
• Discussion at ABA of Risdall's Reg D Integration Holding (CC Sept-Oct 2009)
• A Few Thoughts on FASB's Recent Codification of Accounting Principles (CC Sept-Oct 2009)
• FAS 5 Now Subtopic 450-20—Impact on Audit Letters? (CC Sept-Oct 2009)
• Expert Consent Required For Reference to Consultant, Etc.?—New CDI (CC Sept-Oct 2009)
• New/Revised CDIs Provide More Flexibility for Selling Security Holder Registration (CC Sept-Oct 2009)
• Drafting Your Upcoming Proxy Disclosures—Your Role (CC Sept-Oct 2009)
• Proxy Disclosure Updates—Full Walkaway Model CD&A (CC Sept-Oct 2009)

July-August 2009 [PDF]

• More on Rule 144 Revisions (CC July-Aug 2009)
• NSMIA's Rule 506 Pre-Emption Follow-Up—Risdall Reversal (CC July-Aug 2009)
• The Requirement to Include Late 8-K Information in Form 10-Q/K (CC July-Aug 2009)
• 8-K Item 5.02—When Does the Reference Year Change for Determining the High-Paid NEOs? (CC July-Aug 2009)
• S-K Item 401— Identifying Executive Officers in the 10-K/Proxy Statement (CC July-Aug 2009)
• Exhibit Filing Items (CC July-Aug 2009)
• The Staff's Longstanding Prohibition on Selling Shareholder Registration of Shares Prior to Issuance— Universal vs. Automatic Shelf Registration (CC July-Aug 2009)
• Federal Legislative Response to Boards Declining Tendered Resignations of Losing Nominees—Pre-Empt State-Law Holding Over? (CC July-Aug 2009)
• SEC's "IDEA"— Not a Great Idea (CC July-Aug 2009)
• Ramifications of the New SEC and Treasury Proposals (CC July-Aug 2009)

May-June 2009 [PDF]

• Shell Companies—Staff Provides Some (Not All) of the Guidance Needed Under Rule 144(i) (CC May-June 2009)
• Augmenting the Schedule 13D/G Disclosure Requirements—Enhanced Advance Notice Bylaws (CC May-June 2009)
• Filing Form 10-Q With Non-Reviewed Financials—Impact on S-3/8 Eligibility (CC May-June 2009)
• Earnings Release and 10-Q Filing on Same Day—Impact on 8-K Item 2.02 (CC May-June 2009)
• Merger Lock-Ups and Written Consents—Staff Iterates/Firms Up Its Position on Pre-Proxy Solicitation (CC May-June 2009)
• Voluntary Filer CDIs (CC May-June 2009)
• Staff Review Update (CC May-June 2009)
• The Staff's Nine-Month IPO Dormancy "Rule"—Some Relief in Today’s Market
• Even if IFRS Roadmap Adopted, Don't Expect Voluntary Early Switching to IFRS
• NSMIA Blue Sky Pre-Emption—Litigation Update (CC May-June 2009)
• Some Reverse Engineering of the Facebook and WorleyParsons RSU No-Action Letters (CC May-June 2009)

March-April 2009 [PDF]

• Exiting 1934 Act Reporting—Recent CDIs Provide Much-Needed Guidance (CC Mar-Apr 2009)
• Some 1934 Act Metaphysics (CC Mar-Apr 2009)
• Getting Into the Reporting System—The Easy Part (CC Mar-Apr 2009)
• Getting Out—The Hard Part (CC Mar-Apr 2009)
• Significant Negative Numbers in the Summary Compensation Table This Year (CC Mar-Apr 2009)
• More on Issuers' Ability to Eliminate Non-Binding Shareholder Proposals (CC Mar-Apr 2009)
• FAS 5 Follow-Up (CC Mar-Apr 2009)
• Shareholder Approval of Cash Incentive Plans—Not Always "Routine" under NYSE Rule 452 (CC Mar-Apr 2009)
• New Oil and Gas Rules Not Applicable to 2008—But, SAB 74/Topic 11:M (CC Mar-Apr 2009)
• Goodwill Impairment MD&A Disclosure Not Just for the Impaired! (CC Mar-Apr 2009)

January-February 2009 [PDF]

• The FAS 5 Treaty—Impact of Recent and Coming Changes in Accounting Standards (CC Jan-Feb 2009)
• S-K 403 Disclosure of Negative Pledge (CC Jan-Feb 2009)
• Reverse Split Uptick? (CC Jan-Feb 2009)
• A Few Thoughts on Form 12b-25 (CC Jan-Feb 2009)
• Staff Reverses/Clarifies That 8-K Item 5.02(b) Not Triggered by Director's Required Tender of Resignation (CC Jan-Feb 2009)
• Schedule 13D/G—CSX and Other Uncertainties—Time for Staff Input (CC Jan-Feb 2009)
• New CDI Now Says Plan Should Be Filed As S-8 Exhibit (CC Jan-Feb 2009)
• Two Recent Restricted Stock Staff Letters (CC Jan-Feb 2009)
• Get Ready for More Short Sale Regulation (CC Jan-Feb 2009)
• Keeping Up (CC Jan-Feb 2009)