The Corporate Counsel, Vol. XXXV: 2010

November-December 2010 [PDF]

• The Smaller Reporting Companies Phenomenon (CC Nov-Dec 2010)
• Becoming an SRC (CC Nov-Dec 2010)
• Scaled Disclosure (CC Nov-Dec 2010)
• FASB's FAS 5 Disclosure Enhancements On Hold, But Not Necessarily Status Quo for 2010 Audits (CC Nov-Dec 2010)
• Convergence Will Not Obsolete FASB (CC Nov-Dec 2010)
• Earnings Dissemination—Staff Update (CC Nov-Dec 2010)
• S-3 Waiver Requests—A Kinder, Gentler Staff? (CC Nov-Dec 2010)
• The Compensation Risk Proxy Disclosure—Our Review of Comment Correspondence (CC Nov-Dec 2010)
• 10-K Items (CC Nov-Dec 2010)
• Shareholder Proposals (CC Nov-Dec 2010)
• Model Insider Trading Policy (CC Nov-Dec 2010)
• Important Say-on-Pay Guidance (CC Nov-Dec 2010)

September-October 2010 Special Supplement Reminiscences—Part 2 [PDF]

September-October 2010 [PDF]

• The Requirement to File Revised Financials Ahead of a Shelf Filing—A Trap for the Unwary (CC Sept-Oct 2010)
• Identifying NEOs—Former CEO/CFO Can't Also be One of Three Most Highly Compensated Executive Officers (CC Sept-Oct 2010)
• Form 8-K Requirement(s) upon Reassignment, Later Termination, of Principal Officer/NEO (CC Sept-Oct 2010)
• Risk Factor Updating in Form 10-Q—Repeat in Subsequent Qs? (CC Sept-Oct 2010)
• Former Affiliate's Sale of Issuer Stock Within 90 Days After Termination—Chapter 2 (or 20?) (CC Sept-Oct 2010)
• Dodd-Frank—Whatever Happened to Principles-Based? (CC Sept-Oct 2010)
• Enforcement's 1933 Act Batting Average Now .250 (CC Sept-Oct 2010)
• Roth Conversion Follow-Up (CC Sept-Oct 2010)
• Our 35th—Editor's Perspective (CC Sept-Oct 2010)

July-August 2010 [PDF]

• The Say-on-Pay Solicitation Playbook: Practical Guidance on Strategies and More (CC July-Aug 2010)
• A Wake-Up Call: The Big Three (CC July-Aug 2010)
• The Drill Down: Why Did Shareholders Reject Motorola, Occidental and KeyCorp? (CC July-Aug 2010)
• The Cry for Shareholder Engagement: What is "Shareholder Engagement"? (CC July-Aug 2010)
• The Roadmap: How (and When) to Engage Effectively (CC July-Aug 2010)
• Overcoming Reg FD Concerns about Engagement (CC July-Aug 2010)
• Peeking Under the ISS Hood (CC July-Aug 2010)
• How Proxy Advisors & Major Institutions (& Employees) Vote on Pay (CC July-Aug 2010)
• The Roadmap: "When" and "How" to Hire a Proxy Solicitor (CC July-Aug 2010)
• The Preliminary Vote Count Looks Close: What Can You Do? (CC July-Aug 2010)
• Confidential Voting Policies: Proper Implementation (CC July-Aug 2010)
• How to Calculate Voting Result Percentages: Read Your Bylaws (and Compare with Your Proxy) (CC July-Aug 2010)
• The Importance of Making Your Compensation Disclosure "Usable" (CC July-Aug 2010)
• How to Gear Up for Mandatory Say-on-Pay (CC July-Aug 2010)

May-June 2010 Special Supplement [PDF]

• 35 Years! Time Flies When You're Having Fun (CC May-June 2010)

May-June 2010 [PDF]

• Why the Media Often Doesn't Seem to Know Compensation Numbers Until the Annual Proxy Statement is Filed— Are Form 8-K Item 5.02(e) Practices the Culprit? (CC May-June 2010)
• Reg FD for Directors: A Good Time to Revisit Your FD Policy (CC May-June 2010)
• Addressing an FD Violation—Does "Call the Staff" Go On the Checklist? (CC May-June 2010)
• The Asset-Backed Securities Offerings Proposing Release—Implications Generally for 1933 Act Metaphysics (and Plumbing)? (CC May-June 2010)
• Other Private Placement Developments (CC May-June 2010)
• Client-Directed Voting—An Available Strategy to Increase Retail Voting in Director Elections? (CC May-June 2010)
• A Few 2010 Shareholder Proposal Season Post-Mortems (CC May-June 2010)
• The Staff's Response to the New Compensation Risk (Non-)Disclosure (CC May-June 2010)
• Pilot Staff Review of Rule 424 Filings (CC May-June 2010)
• Going Concern Qualifications—Nasdaq Acknowledges that SEC Filing is Sufficient Announcement (CC May-June 2010)
• Credit Agreements—Exhibit Filing of Schedules and Attachments (CC May-June 2010)
• How to Gear Up for Mandatory Say-on-Pay (CC May-June 2010)

March-April 2010 [PDF]

• Staff Provides Relief on the Need for a No-Action Letter When Suspending Section 15(d) Reporting Obligation under Rule 12h-3 (CC Mar-Apr 2010)
• Revised Non-GAAP CDIs—Staff Seeks Consistency in Issuer Communications (CC Mar-Apr 2010)
• PIPEs Revisited—The Staff Dials Back the 1/3 of Public Float Guideline (CC Mar-Apr 2010)
• Roth IRA Conversion—The Soup, Nuts And Bolts (CC Mar-Apr 2010)
• California Still Householdless (CC Mar-Apr 2010)
• Beware, Congress Delving into the Accredited Investor Thresholds (CC Mar-Apr 2010)

March-April 2010 Special Supplement [PDF]

• 35 Years! Time Flies When You're Having Fun (CC Mar-Apr 2010)

January-February 2010 [PDF]

• Will Delaware Issuers Be Utilizing the New Bifurcated Record Dates for Their Upcoming Annual Meeting? (CC Jan-Feb 2010)
• Incorporation By Reference/Totality of Information As Good Deal-Disclosure—The Dialogue Continues (CC Jan-Feb 2010)
• Do Spring-Loaded Option Grants To Executives Trigger 8-K Item 5.02(e)? What Else? (CC Jan-Feb 2010)
• Rule 10b5-1 Plan Practices—Staff CDIs and Other Updates (CC Jan-Feb 2010)
• More Section 13(d)/(g) CDIs (CC Jan-Feb 2010)
• Getting Familiar with the GAAP Codification (CC Jan-Feb 2010)
• Model D&O Questionnaire Items—Special Issue of Borges & Lynn's "Proxy Disclosure Updates" (CC Jan-Feb 2010)
• Two Critical Webcasts: How to Handle the SEC's New Proxy Disclosure Rules (CC Jan-Feb 2010)