The Corporate Counsel, Vol. XXXVIII: 2013

November-December 2013 [PDF]

• A Say-on-Pay Backlog? (CC Nov-Dec 2013)
• Updating the D&O Questionnaire (CC Nov-Dec 2013)
• Revisiting the Audit Committee Report and Audit Committee Charter (CC Nov-Dec 2013)
• Cybersecurity Disclosure: Still an Area of Staff Focus (CC Nov-Dec 2013)
• Chevedden's Proposals by Proxy Continue—Staff Declines to Follow Waste Connections (CC Nov-Dec 2013)
• Application of Rule 144 to Pledgee of Restricted Securities—Recent Litigation (CC Nov-Dec 2013)
• Too Many 8-K Items? A Workaround (CC Nov-Dec 2013)
• More Rule 506 Bad Actor Disqualification Guidance (CC Nov-Dec 2013)
• Conflict Minerals: Where Do We Stand? (CC Nov-Dec 2013)
• Early Bird! Our Pair of Popular Executive Pay Conferences (CC Nov-Dec 2013)

November-December 2013 Special Supplement [PDF]

• Updating Your Say-on-Pay Solicitation Playbook (CC Nov-Dec 2013)
• Adopting Shareholder Engagement Policies (CC Nov-Dec 2013)
• Forming Shareholder Engagement Committees (CC Nov-Dec 2013)
• Transcript: "Say-on-Pay Shareholder Engagement: The Investors Speak" (CC Nov-Dec 2013)

September-October 2013 [PDF]

• Regulation D Reimagined: Grappling with the New Rule 506 Bad Actor Disqualification Provisions (CC Sept-Oct 2013)
• Form of Rule 506 Disqualification Event Questionnaire (CC Sept-Oct 2013)
• Concurrent Rule 506(c) Offerings and Rule 506(b) Offerings—Integration Issues (CC Sept-Oct 2013)
• Impact of FINRA Rules on Use of General Solicitation (CC Sept-Oct 2013)
• More on Exclusive Forum Provisions—Upheld in Delaware, Now What? (CC Sept-Oct 2013)
• New (and Improved) NYSE Quorum/Vote-Counting Standard (CC Sept-Oct 2013)
• Interactive Data Back in the Spotlight: XBRL as a Weapon? (CC Sept-Oct 2013)
• Timely Proxy Disclosure Guidance (CC Sept-Oct 2013)
• Get Up to Speed Now: "Say-on-Pay Workshop Conference" (CC Sept-Oct 2013)
• Pay Ratios (CC Sept-Oct 2013)

July-August 2013 [PDF]

• 144 Questions—and a Solution Whose Time has Come (CC July-Aug 2013)
• Swap End-Users: It is Not Too Late to Avoid Mandatory Clearing (CC July-Aug 2013)
• Our Model Resolutions (CC July-Aug 2013)
• Get Up to Speed Now: "Say-on-Pay Workshop Conference" (CC July-Aug 2013)
• Pay Ratios (CC July-Aug 2013)

June 2013 Special Supplement [PDF]

• Rule 144 Gifts—Our Revised Model Donor Compliance Letters (CC June 2013)
• Letter 1: Affiliate Donor, Restricted Securities (and formerly non-restricted securities) acquired by Donor more than 12 months ago (1934 Act Reporting Company and Non-Affiliate Donee) (CC June 2013)
• Letter 2: Affiliate Donor, Restricted Securities acquired by Donor more than six months but less than 12 months ago (1934 Act Reporting Company and Non-Affiliate Donee) (CC June 2013)
• Letter 3: Affiliate Donor, Formerly Non-restricted securities acquired by Donor less than 12 months ago (1934 Act Reporting Company and Non-Affiliate Donee) (CC June 2013)
• Letter 4: Affiliate Donor, Control Stock (Non-Restricted Securities) acquired by the Donor more than 12 months ago (1934 Act Reporting Company and Non-Affiliate Donee) (CC June 2013)
• Letter 5: Non-Affiliate Donor, Restricted Securities acquired by the Donor more than six months but less than 12 months ago (1934 Act Reporting Company and Non-Affiliate Donee) (CC June 2013)
• Letter 6: Non-Affiliate Donor, Restricted Securities acquired by Donor more than 12 months ago (1934 Act Reporting Companies and Non-Affiliate Donee) (CC June 2013)

May-June 2013 [PDF]

• "Private" Offerings Using General Solicitation (CC May-June 2013)
• The Compensation Committee—New Exchange Listing Requirements Effective July 1, 2013 (CC May-June 2013)
• Confirmation that Rule 144 One-Year Current Public Information Requirement for Gifts of Control Stock Runs from Donor's Acquisition (CC May-June 2013)
• Alternatives To Registration Chart By Stanley Keller (CC May-June 2013)
• D.C. District Court Vacates Resource Extraction Issuer Disclosure Rules (CC May-June 2013)
• D.C. Court Weighs in on "Executive Officer" Definition (CC May-June 2013)
• Our Upcoming Proxy Disclosure & NASPP Conferences (CC May-June 2013)
• Lynn, Borges & Romanek's "2014 Executive Compensation Disclosure Treatise & Reporting Guide" (CC May-June 2013)
• 2014 Edition of Romanek's "Proxy Season Disclosure Treatise" (CC May-June 2013)

March-April 2013 [PDF]

• Application of Rule 144 to Donees and Pledgees of Affiliates: Our Wish is Granted—With a Twist (CC Mar-Apr 2013)
• SEC Finally Addresses Interaction of Regulation FD and Social Media (CC Mar-Apr 2013)
• Rule 14a-8(i)(7)—Is a Request for a Report About Ordinary Business Matter More Likely to Avoid Exclusion?(CC Mar-Apr 2013)
• Shareholder Proposals—Yesterday's Precatory Becoming Today's Mandatory? (CC Mar-Apr 2013)
• The Preliminary Proxy Staff Review Period Can Exceed Ten Days (CC Mar-Apr 2013)
• S-K Item 404(a) Disclosure Threshold—A "Series of Similar Transactions" (CC Mar-Apr 2013)
• Say-on-Pay Litigation 2.0—The End of a Trend? (CC Mar-Apr 2013)
• Our Pair of Popular Executive Pay Conferences (CC Mar-Apr 2013)

January-February 2013 [PDF]

• The Focus on Rule 10b5-1 Plans: What to Do Now (CC Jan-Feb 2013)
• New AS 16: The Impact of "Early Adoption" on the Audit Committee Report (CC Jan-Feb 2013)
• Iran Disclosures: More Guidance and Early Results (CC Jan-Feb 2013)
• What to Do With "Late" Shareholder Proposals? (CC Jan-Feb 2013)
• Political Contributions Disclosure: The Next Wave of Disclosure Lawsuits? (CC Jan-Feb 2013)
• Delaware Chancellor—"Malpractice for Most Issuers Not to Have a Shareholder Rights Plan in Place" (CC Jan-Feb 2013)
• Adding General Solicitation to Rule 506—Maybe Not as Simple as a (b) and (c) (CC Jan-Feb 2013)
• Our Pair of Popular Executive Pay Conferences: 15% Early Bird Discount (CC Jan-Feb 2013)
• The Year for The Corporate Executive and The Corporate Counsel (CC Jan-Feb 2013)