The Corporate Counsel, Vol. XLIV: 2019

November-December 2019 [PDF]

• Hedging Disclosure Is Here—Are You Ready? (CC Nov-Dec 2019)
• Background of Hedging Disclosure Requirement (CC Nov-Dec 2019)
• What Item 407(i) of Regulation S-K Requires (CC Nov-Dec 2019)
• Applicability & Effective Dates (CC Nov-Dec 2019)
• Interpreting the New Hedging Disclosure Requirement (CC Nov-Dec 2019)
• Rule Applies to Broad Categories of Transactions (CC Nov-Dec 2019)
• Elaborate Policy Not Required (CC Nov-Dec 2019)
• Drafting Proxy Disclosure (CC Nov-Dec 2019)
• Non-GAAP: Staff Scrutinizes "Individually Tailored Accounting Principles" (CC Nov-Dec 2019)
• Evolution of the Staff's Non-GAAP Comments (CC Nov-Dec 2019)
• What is "Tailored Accounting?" (CC Nov-Dec 2019)
• Where is the Staff Raising "Tailored Accounting" Comments? (CC Nov-Dec 2019)
• Comments On Acquisition-Related Adjustments (CC Nov-Dec 2019)
• Five Key Takeaways on Tailored Accounting (CC Nov-Dec 2019)
• 2020 Executive Compensation Disclosure Treatise (CC Nov-Dec 2019)
• 2020 Edition of "Proxy Season Disclosure Treatise" (CC Nov-Dec 2019)

September-October 2019 [PDF]

• Beyond the Big 3: The Skinny on Other Standing Board Committees (CC Sept-Oct 2019)
• Standing Committees v. Special Committees (CC Sept-Oct 2019)
• Why Do Boards Establish Additional Standing Committees? (CC Sept-Oct 2019)
• How Much Authority May the Board Delegate to a Standing Committee? (CC Sept-Oct 2019)
• Some Things to Think About When Forming a Standing Committee (CC Sept-Oct 2019)
• Proxy Disclosure (CC Sept-Oct 2019)
• Beyond the Big 3: Other Common Standing Committees (CC Sept-Oct 2019)
• Key Takeaways About Standing Committees (CC Sept-Oct 2019)
• 2020 Edition of Romanek & Dunshee's "Proxy Season Disclosure Treatise" (CC Sept-Oct 2019)

July-August 2019 [PDF]

• Early Returns From the Fast Act Rule Changes (CC July-Aug 2019)
• Changes to the Form 10-K Cover Page (CC July-Aug 2019)
• Item 102 of S-K—Description of Property (CC July-Aug 2019)
• Item 303 of S-K—MD&A (CC July-Aug 2019)
• Item 601 of S-K—Exhibits: Description of Securities (CC July-Aug 2019)
• Some Takeaways (CC July-Aug 2019)
• Unpacking Stock Splits (CC July-Aug 2019)
• Stock Split v. Stock Dividend: What's the Difference? (CC July-Aug 2019)
• Companies Need "Surplus" To Pay Dividends (CC July-Aug 2019)
• Do You Have Enough Shares? (CC July-Aug 2019)
• Directors' Fiduciary Duties (CC July-Aug 2019)
• Reverse Splits: Appraisal Rights & Fair Value of Fractional Shares (CC July-Aug 2019)
• Federal Income Tax Treatment of Splits & Reverse Splits (CC July-Aug 2019)
• Federal Securities Law Compliance (CC July-Aug 2019)
• Exchange Act Compliance (CC July-Aug 2019)
• Stock Exchange Rules (CC July-Aug 2019)
• 5 Key Takeaways (CC July-Aug 2019)
• A Few Words About Delaware's "Legal Capital" Requirements (CC July-Aug 2019)
• Delaware's Rules on Buybacks & Dividends (CC July-Aug 2019)
• Valuation of Assets & Liabilities (CC July-Aug 2019)
• "The SEC All-Stars"—A Frank Conversation (CC July-Aug 2019)

May-June 2019 [PDF]

• Proxy Statement Strike Suits: Everything Old is New Again (CC May-June 2019)
• Why Do Plaintiffs Like These Targets? (CC May-June 2019)
• What Should You Do Now to Avoid a Problem? (CC May-June 2019)
• What Should You Do If You Get a Demand Letter? (CC May-June 2019)
• When, Why & How to Amend an Exchange Act Report (CC May-June 2019)
• Amendments Required by Specific Form Line Items (CC May-June 2019)
• Amendments Prompted by Staff Comments (CC May-June 2019)
• Other Circumstances Requiring Amendments (CC May-June 2019)
• What Doesn't Necessarily Require an Amendment? (CC May-June 2019)
• Why Might You Amend When It's Not Required? (CC May-June 2019)
• Events That Happen After You File but Before the Report's Due Date (CC May-June 2019)
• You Can't Use a Later Report to Fix an Earlier Report (CC May-June 2019)
• Consequences of Failing to Amend When Necessary (CC May-June 2019)
• Mechanics of Amendment (CC May-June 2019)
• Should You Update the Report When You Amend It? (CC May-June 2019)
• 8 Key Takeaways for Amending Exchange Act Reports (CC May-June 2019)

March-April 2019 [PDF]

• Board Minutes: Best Practices for Everyone's Least Favorite Task (CC Mar-Apr 2019)
• Why Do Minutes Matter? (CC Mar-Apr 2019)
• The Importance of Setting the Stage: Agendas & Board Materials (CC Mar-Apr 2019)
• Putting Pen to Paper: Drafting the Minutes (CC Mar-Apr 2019)
• Address Director Notes to Preserve Minutes as the Definitive Record (CC Mar-Apr 2019)
• What About the Corporate Secretary's Notes and Draft Minutes? (CC Mar-Apr 2019)
• Five Key Takeaways About Your Board Minutes (CC Mar-Apr 2019)
• Now, Therefore, It Is RESOLVED: Drafting Board Resolutions (CC Mar-Apr 2019)
• Early Bird Registration: Our "Proxy Disclosure/Executive Pay Conferences" (CC Mar-Apr 2019)
• 2019 Executive Compensation Disclosure Treatise (CC Mar-Apr 2019)

January-February 2019 [PDF]

• Tone Deaf at the Top: Now It's Your Problem When an Executive Messes Up. . . (CC Jan-Feb 2019)
• Is There an Insider Trading Problem? (CC Jan-Feb 2019)
• An Unusually-Timed Form 4 Attracts Attention (CC Jan-Feb 2019)
• Beware of the Potential for Shareholder Derivative Suits (CC Jan-Feb 2019)
• There Are Disclosure Issues Everywhere (CC Jan-Feb 2019)
• Is This a Board Matter? (Yes) (CC Jan-Feb 2019)
• Sanctions & Remedial Steps (CC Jan-Feb 2019)
• Key Takeaways (CC Jan-Feb 2019)
• Reg A Gets an Upgrade: Opening the Exemption to Reporting Issuers (CC Jan-Feb 2019)
• Annual Season Items (CC Jan-Feb 2019)
• Non-GAAP: "Equal or Greater" Prominence Applies to Your Earnings Release (CC Jan-Feb 2019)
• Form S-3 is Sometimes a "Come as You Were" Party (CC Jan-Feb 2019)
• 2019 Executive Compensation Disclosure Treatise (CC Jan-Feb 2019)
• Early Bird Registration: Our "Proxy Disclosure/Executive Pay Conferences" (CC Jan-Feb 2019)