The Corporate Counsel, Vol. XXXVII: 2012

November-December 2012 [PDF]

• Say-on-Pay Arrives for Smaller Reporting Companies: Compliance Tips (CC Nov-Dec 2012)
• D&O Questionnaire Changes (CC Nov-Dec 2012)
• Hedging and Pledging Policies (CC Nov-Dec 2012)
• An Update on Say-on-Pay 2.0 Proxy Litigation (CC Nov-Dec 2012)
• Complying with the New Iran Sanctions Periodic Reporting Disclosure: New Staff CDIs Offer Guidance (CC Nov-Dec 2012)
• Affiliate-Donor's Form 144—Staff Says Affiliate Should Include Aggregated Donee Sales in Table II (CC Nov-Dec 2012)
• Effective Date of the Audit Letter (CC Nov-Dec 2012)
• Our SEC Rulemaking Status Chart (CC Nov-Dec 2012)
• New Auditing Standard Adopted: No Changes to the Audit Committee Report Yet (CC Nov-Dec 2012)
• 1st Edition of Romanek's "Proxy Season Disclosure Treatise" (CC Nov-Dec 2012)
• 2013 Executive Compensation Disclosure Treatise (CC Nov-Dec 2012)

September-October 2012 [PDF]

• JOBS Act Update: SEC Proposes the General Solicitation Changes to Rule 506 (CC Sept-Oct 2012)
• The Rule 144 Aggregation Tail—Donees' Sales Don't Affect Affiliate's Form 144 Filing Obligation (CC Sept-Oct 2012)
• Three-Month Form 144 Look-Back Includes Sales Covered by Prior Form 144 (CC Sept-Oct 2012)
• Standing in the Affiliate's Shoes—Our Interpretive Request (CC Sept-Oct 2012)
• 2012 Year-end Tax Tip for Gifts of Stock and Other Charitable Giving (CC Sept-Oct 2012)
• Say-on-Pay Litigation 2.0 (CC Sept-Oct 2012)
• The Staff's Annual SLAB on Shareholder Proposals (CC Sept-Oct 2012)
• Nasdaq Research Keeps Getting Easier (and Better) (CC Sept-Oct 2012)
• Compensation Consultant Fee Disclosure—"Additional Services" Include Those Rendered to Compensation Committee (CC Sept-Oct 2012)
• Farewell to XBRL Limited Liability for LAFs (CC Sept-Oct 2012)
• It's Done: 1st Edition of Romanek's "Proxy Season Disclosure Treatise" (CC Sept-Oct 2012)
• It's Done: 2013 Executive Compensation Disclosure Treatise (CC Sept-Oct 2012)

July-August 2012 [PDF]

• Dodd-Frank Marches On: SEC Adopts Compensation Committee/Adviser Independence Rules (CC July-Aug 2012)
• Compensation Adviser Conflict of Interest Questionnaire (CC July-Aug 2012)
• Whose EDGAR Filing Is It, Anyway? (CC July-Aug 2012)
• Disclosures Regarding an SEC Investigation—The Latest Developments (CC July-Aug 2012)
• JOBS Act Update (CC July-Aug 2012)
• Our Popular Executive Pay Conferences (CC July-Aug 2012)
• At the Printers! 4th Edition of Romeo & Dye Section 16 Treatise (CC July-Aug 2012)
• At the Printers: 1st Edition of Romanek’s “Proxy Season Disclosure Treatise” (CC July-Aug 2012)

May-June 2012 [PDF]

• Analysis of the Jumpstart Our Business Startups Act: What to Do Now—And What to Expect (CC May-June 2012)
• The JOBS Act’s Background (CC May-June 2012)
• Reach of the JOBS Act (CC May-June 2012)
• IPOs after the JOBS Act (CC May-June 2012)
• Ongoing Disclosure/Corporate Governance/Accounting and Auditing Breaks for EGCs (CC May-June 2012)
• Research Reports (CC May-June 2012)
• Rule 506 Offerings after the JOBS Act (CC May-June 2012)
• Crowdfunding (CC May-June 2012)
• Regulation A+ (CC May-June 2012)
• Staying Private Longer (CC May-June 2012)

March-April 2012 [PDF]

• Analysis of the Jumpstart Our Business Startups Act (CC Mar-Apr 2012)
• Shareholder Proposal Eligibility Issues After Staff Legal Bulletin No. 14F (CC Mar-Apr 2012)
• Resignation or Retirement of Principal Officer and Appointment of Successor—Including Both Events in One Form 8-K (CC Mar-Apr 2012)
• Exclusive Forum Bylaws—Challenged in Delaware (CC Mar-Apr 2012)
• Hart-Scott-Rodino Act Developments—The DOJ and FTC Get Our Attention (CC Mar-Apr 2012)
• The SEC Staff (Again) Defends the Anti-Waiver Provisions of the 1933 and 1934 Acts (CC Mar-Apr 2012)
• The Latest on Regulation D (CC Mar-Apr 2012)
• SEC Backs "Primary Purpose" Test for Determining Whether Benefit is a Perquisite (CC Mar-Apr 2012)
• Confidential Treatment Requests—"Conditional" Issuer Consent to Release of Information (CC Mar-Apr 2012)
• More Staff Guidance on S-3 Waiver Requests (CC Mar-Apr 2012)
• Our Pair of Popular Executive Pay Conferences: An Early Bird Discount (CC Mar-Apr 2012)
• Our New "Director Resignation & Retirement Disclosure Handbook" (CC Mar-Apr 2012)
• Coming Soon! 4th Edition of Romeo & Dye Section 16 Treatise (CC Mar-Apr 2012)

January-February 2012 [PDF]

• Mine Safety Disclosure Is Here—And The Forms They Are A-Changin’ (CC Jan-Feb 2012)
• New Four-Month Deadline for Form 20-F (CC Jan-Feb 2012)
• Staff Weighs In on Say-on-Pay Wording on the Proxy Card/Voting Instruction Form (CC Jan-Feb 2012)
• Proxy Summaries (CC Jan-Feb 2012)
• Proxy Access Private Ordering (Barely) Up and Running (CC Jan-Feb 2012)
• NYSE About-Face on Shareholder-Friendly Governance Proposals (CC Jan-Feb 2012)
• The Staff’s Waiver Position on Item 5.07 8-K/A Evolves (CC Jan-Feb 2012)
• Global Section 12(g) No-Action Relief for RSUs (CC Jan-Feb 2012)
• Trading in Securities of Pre-Public/Private Companies (CC Jan-Feb 2012)
• Loss Contingency Disclosures—Latest Input from the Staff (CC Jan-Feb 2012)
• The Staff Clarifies New Standards for Confidential IPO Filings for Foreign Private Issuers (CC Jan-Feb 2012)
• Our Pair of Popular Executive Pay Conferences: A 25% Early Bird Discount (CC Jan-Feb 2012)
• Hard-Copy: 2012 Executive Compensation Treatise (CC Jan-Feb 2012)
• Coming Soon! 4th Edition of Romeo & Dye Section 16 Treatise (CC Jan-Feb 2012)

January-February 2012 Special Supplement [PDF]

• LETTER 1. Affiliate Donor, Restricted Securities acquired by Donor more than 12 months ago (CC Jan-Feb 2012)
• LETTER 2. Affiliate Donor, Restricted Securities acquired by Donor more than six months but less than 12 months ago (CC Jan-Feb 2012)
• LETTER 3: Affiliate Donor, Control Stock (Non-Restricted Securities) that were acquired by the donor less than 12 months prior to Gift (CC Jan-Feb 2012)
• LETTER 4. Affiliate Donor, Control Stock (Non-Restricted Securities) acquired by the Donor (CC Jan-Feb 2012)
• LETTER 5. Non-Affiliate Donor, Restricted Securities acquired by the Donor more than six months but less than 12 months ago (CC Jan-Feb 2012)
• LETTER 6. Non-Affiliate Donor, Restricted Securities acquired by Donor more than 12 months ago (CC Jan-Feb 2012)