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Posts
- Fiduciary Duties: Can a Target Aid & Abet a Buyer’s Breach?
- Controllers: Dell Redemption Flunks MFW
- M&A Agreements: Defining “Ordinary Course” in Extraordinary Times
- Shareholder Representative Appointment Provision Limits Discovery
- Busted Deals: Simon/Taubman’s Twist On “Ordinary Course” Claims
- Will CARES Act NOL Breaks Spur M&A Activity?
- Take Privates: An Overview of the Process
- Beyond Earnouts: Bridging Valuation Gaps in the Current Environment
- Activism: What’s a Little Tip-Off Among Friends?
- Revisiting Earnouts During the COVID-19 Era
- Attorney-Client: Who Owns the Privilege in Asset Deals?
- The Long View: The COVID-19 Pandemic’s Influence on M&A
- Del. Chancery Dismisses Claims Based on Anti-Reliance Language
- Due Diligence: Dealing with PPP Borrowers
- Poison Pills: Overview of NOL Rights Plans
- M&A Financials: Working with the New Rules
- Antitrust: Failing Firm Defense? You’ve Got Some Persuading to Do…
- M&A Market: What Deals are Getting Done?
- National Security: Changes Proposed to CFIUS Mandatory Declaration Rules
- Distressed Deals: Bankruptcy Court Ruling Tarnishes “Golden Shares”
- SEC Adopts Overhaul of M&A Financial Info
- A Buyer’s Market: Deal Structure & Risk Sharing in the COVID-19 Era
- Antitrust: FTC Provides Guidance on HSR Filing Fees
- Due Diligence: Getting Your Arms Around COVID-19 Issues
- Busted Deals: Lessons From COVID-19 Litigation
- Private Equity: PE Fund Reputational Worries Shift in the COVID-19 Era
- Distressed M&A: Dealmaking In The New Normal
- National Security: Governments Heighten Scrutiny of FDI
- Entire Fairness: Chancery OKs Strategy to Fund Controller Preferred Redemption
- Study: Private Target Deal Terms
- Deal Terminations: “Things Fall Apart…”
- Controllers: When Does a Minority Holder “Roll” Its Way into Control?
- Venture Capital: What Will COVID-19 Mean for Financing Terms?
- National Security: And Just Like That, CFIUS Has a Filing Fee
- Venture Capital: Finding Your Way Around “Down-Rounds”
- Antitrust: Gun Jumping Issues in a Very Non-Ordinary Course Time
- Poison Pills: Are Companies “Fighting the Last War?”
- National Security: CFIUS Update
- Interim Covenants: It’s Not Always About the MAC Clause
- Big MAC Attack: Sycamore Partners Seeks to Exit L Brands Deal
- Private Equity: Debt Finance Opportunities for Middle-Market Funds
- Global Deal Activity: Yeah, It’s as Bad as You Thought
- Antitrust: FTC Files Post-Deal Challenge to Minority Investment
- Poison Pills: What Do COVID-19 Crisis Rights Plans Look Like?
- Satisfying “Efforts Clauses” in a COVID-19 Environment
- Distressed Deals: “To Chapter 11, or Not to Chapter 11? That is the Question. . .”
- Survey: Middle Market Deal Terms
- COVID-19 MACs: Some Buyers Decide to Take Their Shot
- Activist Profiles & Playbooks
- Rights Plans: ISS Signals That Pills Aren’t So Poisonous in a Pandemic
- Rep & Warranty Insurance: The Impact of the COVID-19 Crisis
- Rep & Warranty Insurance: Aon Releases Study on Claims Experience
- “Let’s Make a Deal Anyway”: Bridging M&A Valuation Gaps
- Cross-Border: EU Looks to Protect Suppliers of Essential Products
- Del. Chancery Says No Turning Back After Buyout Notice
- Debt Restructurings May Trigger CFIUS Review
- Antitrust: HSR Early Terminations Back on the Table
- Proxy Contests: Will COVID-19 Put Them on Ice?
- COVID-19 And M&A: Impact On Public Deals
- Activism: Preparing For The New Environment
- Antitrust: More COVID-19 Implications For Merger Review
- Poison Pills: Has Their Time Come Again?
- COVID-19: Impact On MAC Language
- Cyan Agonistes: Del. Supreme Ct. Upholds Federal Forum Provisions
- Where Are All The Busted Deals?
- COVID-19: Delaware Supreme Court Declares Judicial Emergency
- HSR: No Early Termination Under Temporary FTC Filing Protocols
- Corwin: Delaware Chancery Adds A Pinch Of MFW To The Recipe
- Controllers: Minority Blocking Rights May Confer Control Status
- National Security: Treasury Proposes CFIUS Filing Fee
- Antitrust: Vague Covenants Lead to “Broken Deal” Lawsuits
- What Does a Tight Insurance Market Mean for M&A?
- Coronavirus: Implications for M&A Transactions
- Frenemies: Xerox’s Not Particularly Hostile Bid for HP
- MFW: Viable Derivative Claim Impairs Committee Independence
- Coronavirus: Will It Be Used As A MAC Trigger?
- Letters of Transmittal: What Do They Look Like 5 Years After Cigna v. Audax?
- Activism: “More M&A in Activism and More Activism in M&A”
- M&A Trends: A Review of the Last Decade
- Antitrust: FTC Ratchets Up Scrutiny of M&A Non-Compete & No-Poach Clauses
- M&A Activism: Working With Activist-Affiliated Directors
- Minority Controllers: Blame Corwin
- Cybersecurity Due Diligence in M&A
- Earnouts: Court Rejects Claim Based on Conduct of Business Covenant
- ESG: The Next Big Thing in M&A?
- Appraisal: Score One for DCF!
- Controllers: The Heat is On in Delaware for Minority Shareholders
- Due Diligence: Mitigating M&A OFAC Risk
- Fiduciary Duties: Del. Chancery Upholds Exercise of “Superior Proposal” Out
- Acquisition Agreements: The “Ordinary Course of Business” Covenant
- Controllers: Chancery Refuses to Dismiss “Control Group” Claim
- FTC Announces New HSR Thresholds
- Appraisal: Chancery Says No Refund on Prepayments
- Books & Records: Del. Chancery Decision Broadens Inspection Rights
- Private Equity: Funds Headed for the Exits More Quickly in 2019
- Public Deals: Guide to Buying a U.S. Public Company
- Cross-Border: Glass Half Full for U.S – Western Europe Deals
- Game On! Xerox Launches a Proxy Fight for Control of HP Board
- Delaware: Review of 2019’s “Unsung Heroes”
- M&A Negotiation: “Let’s Get Everybody in a Room. . . “
- Antitrust: DOJ & FTC Issue Draft Vertical Merger Guidelines
- National Security: Treasury Adopts Final FIRRMA Regs
- Advance Notice Bylaws: Del. Supreme Court Upholds Strict Bylaw Deadline
- Antitrust: What to Expect in 2020
- Auditor Independence: Proposed Rule Changes are Good News for Dealmakers
- Chancery Court Refuses to Dismiss Duty of Care Claims Against GC
- M&A Disclosure: Fed Ct. Rejects Claims Based on Fairness Opinion Description
- Antitrust: High Tech Means High Scrutiny
- Termination Fees: An Overview of the “Naked No Vote” Fee
- MACs: Even After Akorn, They Still Don’t Come Easy
- M&A Indemnity: Does Your Clause Cover Direct Claims?
- Buyer Dodges Advancement Claim From Former Seller Officer
- Antitakeover: The Shadow Pill Flexes Its Muscle
- The Rise of M&A Tax Liability Insurance
- Attorney-Client: NY Appellate Court Says Seller Retains Privilege
- Antitrust: Regulators Aren’t Just Worried About Your Arch-Rival
- Activism: Give Peace a Chance?
- Private Equity: 1st Cir. Reverses Sun Capital Decision
- 2019 MAC Survey
- Fairness Opinions: Don’t Jump the Gun!
- Private Equity: 2020 Limited Partner Survey
- Termination Fees: Google & Fitbit’s “No Vote Fee”
- Antitrust: FTC Provides Guidance on HSR “Avoidance Devices”
- Hostile Deals: Xerox Gives HP a “Bear Hug”
- D&O: Common Law & Statutory Claims Aren’t Covered “Securities Claims”
- Does Common Institutional Ownership Deter Competing Bids?
- Books & Records: Del. Chancery Says Proxy Fight Not a “Proper Purpose”
- M&A Outlook: Dealmakers Curb Their Enthusiasm
- Antitrust: Regulators Continue Aggressive Merger Review Posture
- Forum Selection Clauses: Make Sure They Say What You Mean
- Cross-Border: They Do Deals Differently in Europe. . .
- Antitrust: FTC Orders 2017 Merger Unwound!
- M&A Arbitrage: Do Arbs Influence the Consideration Mix?
- M&A Outlook: Execs Optimistic About 2020, Despite Economic Jitters
- Purchase Agreements: Beware Undue Reliance on “Catch-Alls”
- “M&A in Aerospace, Defense & Government Services”
- Mootness Fees: Plaintiffs Tell Court “It’s None of Your Business”
- Private Equity: The Long & Winding Road to Winding Down
- Earnouts: “Comprehensive & Explicit” Language Wins the Day for Buyer
- R&W Insurance: Influence on Deal Terms
- M&A Leaks Report: Less Gabby Trend Continued in 2018
- Shareholders v. Stakeholders: When A Controller Is In The Mix
- Del. Chancery Says Disclosure of Potential Call Right Exercise Raises Contract Issues
- Spin-Offs: IPOs With Points for the Degree of Difficulty
- Reverse Mergers: Talk About a Corporate Makeover!
- Shareholder Activism: Meet the “Reluctivists”
- Private Equity: Fund Tagged for Portfolio Company False Claims Issue
- Controllers: Del. Chancery Rejects Stock Offering Dilution Claims
- Private Equity: Obstacles & Opportunities for Retail Investors
- Antitrust: FTC Offers Guidance on Non-Solicits & Non-Competes
- Something’s Happening Here: Caremark Bites Another Board
- Termination Fees: Should Sellers Push for PE Buyers’ “Clean Break”?
- Mootness Fees: Delaware Federal Court Says “No” & Looks to Trulia
- M&A Tax: Treasury Report Says IRS Lacks M&A Compliance Strategy
- Antitrust: FTC Conditions Merger Clearance on Non-Compete Termination
- Cross-Border: Managing the Risks of Deals in Challenging Jurisdictions
- M&A Tax: IRS Proposes to Limit Use of NOLs for Built-In Gains
- M&A Litigation: Feds Still Preferred Venue, But States Gain Ground
- National Security: Proposed Regs Would Significantly Expand CFIUS Jurisdiction
- Antitrust: DOJ Meets ADR. . .
- No-Shops: Del. Chancery Says Termination Fee Not Sole Remedy for Breach
- M&A Announcements: Unrelated Good News May Signal a Bad Deal
- M&A Finance: How to Play the “Accordion”
- Conflicts of Interest: 4th Cir. Says Undisclosed CEO Comp Discussions Potentially Material
- NDAs: An Overview of Key Issues
- The Trouble With Earnouts
- Antitrust: Activist Investor Gets Caught in HSR Net
- Post-Closing: Buyers Must File New EEO-1 Info for Acquired Companies
- Delaware Case Highlights Risks of Executing Counterpart Sig Pages
- D&O Insurance: Duty to Defend “Securities Claims” Includes Appraisal
- Money Ball: Using Advanced Analytics in M&A
- Appraisal Rights: VC Glasscock Expands On Prior Ruling Allowing Waivers
- Advance Notice: Del. Chancery Upholds Bylaw & Torpedoes Activist Slate
- Antitrust: State AGs Want Scrutiny of M&A’s Labor Market Impact
- Antitrust: Interlocking Directors in M&A
- Joint Ventures: Practice Pointers (Part II)
- Conflicts of Interest: Undisclosed CEO Comp Discussions Don’t Rebut BJR
- The Art of the Buzzkill: Pessimistic CFOs Make for Winning M&A
- Indemnification: Chancery Says Buyer’s Notice of Claim Was Sufficient
- Books & Records: No Presumption of Confidentiality for DGCL Section 220 Productions
- M&A Tax: Post-Reform Uncertainties Create Challenges for Dealmakers
- Antitrust: Tech Tops Target List for 2019 Merger Investigations
- Activism: 1st Half of 2019 Highlights
- NDAs: 6th Cir. Says No Breach in Parent’s Use of Confidential Information
- Private Equity: Other People’s Money? Not So Much These Days. . .
- Public M&A: Does Your Deal Trigger an 8-K Filing?
- Practice Makes Perfect? Study Says Repeat Buyers Post Better Returns
- M&A Cybersecurity Diligence Lapses Result in £99 Million GDPR Fine
- Appraisal: “It’s Alive!” Unaffected Market Price Makes a Comeback
- Antitrust: European Commission Imposes €28mm Gun Jumping Fine
- Private Equity: General Solicitation Under Rule 506(c)
- M&A Forum Clause: “Privity? We Don’t Need No Stinkin’ Privity!”
- Synergy Disclosure: Headed for Your M&A Pro Formas?
- Private Equity: Subscription Credit Facilities
- How to Handle Hostile Attacks
- Joint Ventures: Practice Pointers
- Reverse Mergers: “SPACs – The Final Frontier”
- Does Revlon Matter? It Does in Delaware, But Elsewhere Not So Much
- Universal Proxies: Dissidents Win Board Control for First Time!
- Antitrust: FTC Provides Guidance on Divestitures
- M&A Fans Bid Strine Adieu
- Delaware Weighs In On Shareholders As 3rd Party Beneficiaries
- Advance Notice Bylaws: Chancery Rebuffs Board’s Info Request to Nominee
- Asset Deals: “All or Substantially All of the Assets”
- Not So Efficient Breach: Consent Right Breach Carries $126mm Price Tag
- Antitrust: Vertical Mergers Under the Microscope?
- Distressed M&A: A Comprehensive Outline of Acquisition Strategies
- Fraudulent Transfers: SDNY Revives 546(e) Bankruptcy Safe Harbor
- SEC Proposes Overhaul of Rules on Financial Info for M&A
- Antitrust: Longer Investigations & Smaller Reverse Break Fees
- Private Equity: Navigating the Challenge of Buying a Family Business
- Antitrust: Can You Help Yourself With “Self Help” Remedies?
- Spin-Offs: IRS Eases “Active Trade or Business” Requirements
- Due Diligence: Preserving Insurance Assets
- Divestitures: Advance Prep is Key to Creating Shareholder Value
- Earnouts: No Duty to Maximize Contingent Consideration
- Controlling Shareholders: The Latest Developments
- Earnouts: Nuts & Bolts
- Q&A Discussion Forum For DealLawyers.com
- More Than a Grain of SALT: State & Local Tax Issues in M&A
- Appraisal: Delaware Supreme Court Gets Mixed Reviews for Aruba
- National Security: CFIUS Flexes Its Fining Muscles
- Activist Profiles & Playbooks
- M&A Stories: Practical Guidance (Enjoyably Digested)
- Study: Private Target Deal Terms
- Battle Lines Forming in Plaintiffs’ Attorneys’ Fee Fight
- District Court Says “Busted Trade” Isn’t Subject to Section 16(b)
- Investment Adviser’s Deputization of Director Does Not Make Adviser’s Clients Directors by Deputization
- Second Circuit Holds that Investor’s Delegation of Investment Discretion to Investment Adviser Does Not Create a 13(d) Group
- Gloves Off in Plaintiffs’ Attorneys’ Fee Dispute
- Compliance with Amended Item 405
- Staff Eases Burden of Obtaining Manually Signed Reports
- 2020 Section 16 Changes with Alan Dye
- Insiders Consent to Section 16(a) Sanctions
- Court Holds that “Consultant” was a Section 16 Officer
- SEC and EDGAR Will Be Closed on December 24
- Section 16 Treatise and Reporting Guide
- New Exemptive Rule for Exchange-Traded Funds Doesn’t Extend to Section 16
- High-Frequency Traders: Beware of Section 16(b)
- Investment Fund is 10% Owner Despite Delegation of Voting and Investment Power to Affiliated Adviser
- Rule 16b-3 Exempts Acquisition of Issuer Stock in Merger of Target with Issuer’s Subsidiary
- Is a Board Observer a Section 16 “Director”?
- SEC Revises Procedure for Authenticating Form ID
- New Name, Slightly New Look, Same Quality Products!
- SEC Proposes to Exempt Employees’ Securities Company from Section 30(h) of 1940 Act
- Compliance Chart: Reporting Deadlines for Common Transactions
- Tips: Form 5 Filing Requirements & Proxy Statement Obligations
- Alan Dye on the Latest Section 16 Developments
- Delinquency Involving 401(k) Plan Transaction
- Sample Item 405 Disclosures
- Staff Says Zero Cost Collar on UP-C Stock Underlying OP Units Doesn’t Violate Short Sale Rule
- Agreement to Give Investment Adviser Control Over Managed Account Does Not Create a Group
- Ninth Circuit Affirms Exemption for Conversion of Convertible Note
- SEC Streamlines Item 405 Disclosure and Due Diligence Requirements
- Delegation of Investment Discretion to Investment Adviser Does Not Create 13(d) Group with Adviser or its Other Advisees
- Tenth Circuit Affirms Dismissal of Challenge to Tax Withholding Exemption
- Sixth Circuit Affirms Dismissal of Pro Se Complaint in Tax Withholding Case
- Second Circuit Holds that Issuer May be Substituted as Plaintiff in Pending 16(b) Action Following Acquisition of Issuer in Cash Merger
- Challenge to Rule 16b-3(e) Exemption Dismissed as Time-Barred
- Second Circuit Agrees that Investment Fund Ceased to be Ten Percent Owner Before Call Option Expired
- Shareholder Group Finds Counsel to Pursue Tax Withholding Claims
- Form 3, Form 4 and Form 5 Model Form 16: Joint and Group Reporting
- Form 3, Form 4 and Form 5 Model Form 19: Amending a Report
- Form 4 and Form 5 Model Form 75: Estates, Inheritances, and Bequests
- Form 4 and Form 5 Model Form 133: Grant of Performance Rights (or Performance Shares)
- Form 4 and Form 5 Model Form 150: Rollover of Company Stock from 401(k) Plan to IRA
- Q&A Discussion Forum For Romeo and Dye’s Section16.net
- Romeo & Dye’s Section 16 Forms & Filings Handbook
- Year-End Compliance Reminders
- Form 4 and Form 5 Model Form 168: Purchases, Sales, and Conversions of Convertible Securities
- Tesla & ISS’s Excessive Director Pay Policy
- Modifying Outstanding Equity: Is Repricing Back on the Table?
- ISS Illustrates How Compensation Committees Could Consider Adjusting Annual Incentive Goals in 2020
- Pay Ratio: COVID-19 Complications
- IRS Provides Guidance on the Timing and Amount of Tax Withholding for Stock Awards
- More on “Scrutiny of Executive Pay Continues”
- Stock Ownership Guidelines in Times of Market Volatility
- CEO Pay Study Shows Smaller Increase from Prior Years
- Reducing Employee & Director Pay? Contractual Obligation Considerations
- Modifying Performance Goals & Plan Limitation Considerations
- Mandated ESG Disclosure Coming Soon to Your Proxy Statement?
- Discretionary Pay Adjustments — Early Planning is Key
- Fluidigm’s Post-Employment Compensation Disclosure
- Jamie Dimon’s “Inclusiveness” Call to Action and Reorienting the Purpose of the Corporation to Serve All Stakeholders
- Compensation Peer Group Evaluation During Crisis
- Vanguard’s View about Executive Pay During COVID-19
- Stock Ownership Requirements: Temporary Waivers?
- COVID-19: Comp Committee Discussion Topics
- Trends in Non-Employee Director Compensation
- Compensation Committees and Human Capital Management – Get Ready for Your Close-Up
- COVID-19: Observations about Executive Compensation
- J.P. Morgan Tightens Comp-Related Voting Policies
- Kroger’s COVID-19 Disclosure
- Economic Volatility: Valuation Impacts
- Expect to See More Reporting in the “Bonus” Column of the Summary Compensation Table in 2021
- As You Sow “CEO Comp Report”
- Follow-Up on Potential Alternative to Repricing Underwater Stock Options
- Thinking of Reducing Director Equity Awards?
- More on “ESG & Compensation Plans: Proceed with Caution”
- Best Buy’s COVID-19 Disclosure
- Guide for Applying Discretion to Equity Awards
- A Potential Alternative to Repricing Underwater Stock Options?
- COVID-19: Another Look at Initial Reactions to Executive Pay
- Pandemic Impact on Director Pay
- ESG & Compensation Plans: Proceed with Caution
- COVID-19 Impact on Compensation Committee Oversight
- Pandemic Disclosures Begin to Appear in CD&As
- Temporary CEO Succession Planning
- 2020 Say-on-Pay Predictions & Early Results
- Gender Pay Gap Proposals Continue
- Another Take on “Unusual Executive Compensation Approach”
- ISS Issues Policy Guidance on the Impact of the COVID-19 Pandemic
- Study: S&P 500 Use of ESG Metrics
- J.C. Penney’s CD&A Highlights
- Reporting Requirements for Waived or Foregone Compensation
- More on “Addressing COVID-19 for Exec Comp Plans”
- Executive Compensation and Other Restrictions under the CARES Act – TARP Redux?
- The Top Compensation Consultants Speak
- Consider Everything During Crisis
- Love And Section 409A In The Time Of COVID-19
- Code Section 139 – Tax Free Aid To Employees
- Honeywell’s Compensation Risk Disclosure
- Addressing COVID-19 For Exec Comp Plans
- Poll Results: COVID-19 & Exec Comp Plans
- EVA Metrics and Short-Termism
- Clawback Policies: Suggestions for Strengthening
- Plan Participants Suing Over 409A Failures
- Unusual Executive Compensation Approach
- HSR Thresholds Adjusted for 2020
- What to Write About 162(m) Deductibility in the 2020 Proxy
- Saving the Best for Last: CD&A Focus
- Performance-Based Comp Considerations
- Tying ‘ESG’ to Executive Pay
- The Latest: Your Upcoming Proxy Disclosures
- Pre-IPO Peer Group Selection
- Relaxation of the Definition of “Control” Creates New Opportunities and Risks for Banking Organizations
- Hewlett-Packard Enterprise’s Director Compensation Disclosure
- New CECL Rules Suggest Review of Banking Organizations’ Incentive Compensation Plans
- Comp Committees and ESG To-Dos
- SEC Release on Key Performance Metrics Has Implications for Compensation Professionals Too
- Reg G: Not Coming to a CD&A Near You?
- Update on the Ongoing Saga of the SEC Rules on Proxy Advisory Firms
- How to Make CEOs Happy
- Telling a Story About Director Pay
- Engagement Disclosure Following Low Say-on-Pay Result
- TSR vs. CEO Pay: Which Grows Faster?
- Sonos’ Executive Compensation Highlights
- SEC Proposal to Update Accredited Investor Definition Has 162(m) Implications Too
- Clawbacks: Shareholders’ Continued Push for “Reputational” Triggers
- Discretion and Performance-Based Pay under the New 162(m) Proposed Regulations
- Navistar’s Disclosure Graphics
- High Pay Ratio Impacts Say-on-Pay…But “Spin” Won’t Help
- Fair Treatment for CFOs under the New 162(m) Proposed Regulations
- Proxy Season: Compensation Considerations
- Failed Say-on-Pay? Simply Paying Less Isn’t the Answer
- Great Western’s Director Compensation Disclosure
- 162(m): Proposal Would Limit Post-IPO & Transaction Deductibility
- Glass Lewis: Your Peer Group is Changing
- Small-Caps Jumping on “Pay-for-Performance” Bandwagon
- Expanding the Application of 162(m) Deduction Cap to Other “Publicly Held Corporations”
- Proposed Regulations Clarifying Section 162(m)
- Personal Jet Use: “Hidden” Corporate Costs
- CII’s Policy Overhaul: The Conversation Continues
- Buybacks & Equity Compensation: Match Made in Heaven?
- Gender & Racial Pay Gap: Intel Releases Detailed EEOC Data!
- Starbucks Joins Citi to Disclose Gender & Racial Pay Gap
- ISS Preliminary FAQs as to 2020 Compensation Policies
- Cisco’s Perquisites Disclosure
- Independent Security Studies Provide Tax Benefits and Protect Valued Executives
- Incentive Plans: How They’re Looking
- Books & Records: Getting “Say-on-Pay” Info Isn’t Proper Purpose
- Director Pay: Delaware Chancery Deals Procedural Blow to Plaintiffs
- But Wait! There’s More! SEC Proposes to Tighten Shareholder Proposal Thresholds
- More on “CalPERS’ Say-on-Pay Policy: No More Second Chances?”
- SEC’s “Proxy Advisor & Shareholder Proposal” Proposals Coming Next Week?
- Chapter 11 – Director Compensation
- Chapter 10 – Post-Employment: Change-in-Control & Severance Disclosures
- Evolving “Compensation Committees”: What’s in a Name?
- Say-on-Pay: ISS Endorsement No Longer a “Golden Ticket”
- “Realizable Pay” Could Be Making a Comeback – But The Devil’s In The Details
- 5 Steps for Tying Executive Pay to Sustainability
- “Pay” Shareholder Proposals Gain Traction
- SEC Settles Nissan Fraud Charges: Don’t Have the CEO Set Their Own Pay!
- Executive Pay: CII Policy Overhaul Says to “Get Back to Basics”
- M&A Conflicts: Court Says Undisclosed CEO Comp Discussions Potentially Material
- The Evolving Compensation Committee
- How to Prepare for a “Gender Pay Gap” Proposal
- Executive Pay: Still A “Lightening Rod” For Shareholders
- Big Banks (Still) Answering to Congress for Big Pay Ratios
- Glass Lewis Going “All In” With CGLytics…And Considering Pay-for-Performance Changes
- How Did Say-on-Pay Fare This Year?
- Private Company Director Pay: Meeting Fees Still Common
- Enhanced Scrutiny of Director Pay: Most Companies Aren’t Worried
- Avoiding an IPO Trainwreck: Comp Issues
- CEO Stock Ownership: “Skin in the Game” vs. Voting Control
- Executive Pay As a Way to Advance Diversity Efforts
- Pay Ratio: A Missed Opportunity to Explain Material Changes Between Years
- Are Your Noncompete Agreements Dying of Old Age?
- Human Capital Management: Defining the Compensation Committee’s Role
- 162(m) Is Gone, But What About Similar State Laws?
- Incentive Plans: Handling the Impact of Acquisitions
- Proxy Advisors: An Updated Set of “Best Practices”
- Performance Awards: Are We Reaching the Apex?
- CEOs Got Pay Hikes Twice That of Workforce
- Proxy Season Post-Mortem: The Latest Compensation Disclosures
- Using ‘Weighted Average Cost of Capital’ to Test Performance Targets
- Say-on-Pay: Shareholder Policies Getting More Complex?
- Buybacks: A Scapegoat for “Short-Termism”?
- What’s the “Latest Practicable Date” for S-4 Comp Tables?
- Termination: Working Through the Consequences
- Q&A Discussion Forum For CompensationStandards.com
- The Top Compensation Consultants Speak
- How to Use Cryptocurrency as Compensation
- Compensation Committee Disclosure
- Compensation Discussion & Analysis
- Perks & Other Personal Benefits
- Why Equity Mix Matters
- Private Company Equity Awards: Recent IPOs Reveal Trends
- Paying for “The Right” Performance
- How ISS Looks at “Realizable Pay”
- Clawbacks: Hertz Sues Former Execs For $70 Million Based on “Tone at the Top”
- Say-on-Pay: Triggers for State Street “Abstentions”
- Gender Pay Data: EEOC Reporting Now Required
- More on “Regulation G: Coming to a CD&A Near You?”
- Wachtell Lipton’s “Compensation Committee Guide”
- Regulation G: Coming to a CD&A Near You?
- Checklist: Executive Compensation Disclosure – Pay-for-Performance
- Director Compensation
- Pay Ratios
- Say-on-Pay Disclosure Issues
- COVID-19: Investors Want Mandated Disclosures
- SASB Disclosures: Contributing to Societal Change?
- Corp Fin Supplements COVID-19 Disclosure Guidance
- SCOTUS Reaffirms SEC’s Disgorgement Authority — With Limits
- SEC Chair Jay Clayton: Leaving Washington for New York?
- Comp Consultants: Maybe the Problem Isn’t Other Services…
- IPOs: Virtual Road Shows On the Rise
- “Offboarding” to Achieve Optimal Board Composition
- Cyber Breach Disclosure Trends
- Benchmarking Compliance Reporting
- Improving Board Oversight of Human Capital Management
- Perks Disclosure SEC Enforcement Action
- Paycheck Protection Flexibility Act: Congress Cuts PPP Borrowers Some Slack
- PPP Loan Certifications: D&O Issues for the Battles to Come
- Down on Main Street: Fed Provides More Info on Main Street Lending Program
- Going Concern: Sifting Through COVID-19 Uncertainties
- SPACs: Will More IPOs Mean More Lawsuits?
- Importance of Updating Risk Management Programs
- Proxy Advisor Regulation — Is a Speed Bump the Answer?
- Independent Chair Proposals in a COVID-19 World
- SEC Investor Advisory Committee: Time to Take Up ESG Disclosure
- Non-GAAP: Are Companies Adjusting Away COVID-19?
- PPP Loans: Are Public Company Borrowers Really the Bad Guys?
- PPP Loans: SEC Enforcement Sweep of Public Company Borrowers?
- The Fire Next Time? CFOs Say Contingency Plans Lacking for COVID-19 Second Wave
- Contested Virtual Shareholder Meeting – It’s a First!
- PPP Good-Faith Need Certification: SBA Issues Another FAQ
- COVID-19 & ESG: Social Issues in the Spotlight
- Companies Targeted for Return of PPP Funds
- Proposed Shareholder Resubmission Thresholds: Disproportionate Effect?
- Positive Effects from Publicizing Crisis Response
- “No Respect at All”: Are Dual-Class Companies Undervalued?
- Capital Raising in Turbulent Times
- Nasdaq Temporarily Eases Approval Requirements for COVID-19 Share Issuances
- Virtual Annual Meetings: CII Weighs In with Investor Concerns
- Staff Issues FAQs on COVID-19 Relief
- PPP Loans: Tax Deduction? If They’re Forgiven, Forget It
- PCAOB Wants Comments on CAM Requirements
- Mining Company Property Disclosure Rules: Corp Fin Issues Three New C&DIs
- Beyond Force Majeure: Tips for Entering New Tech Agreements During COVID-19
- BlackRock’s Catching Flack from All Sides
- SEC Goes Remote & Virtual Like the Rest of Us
- PPP Loans: Beware False Claims Act Whistleblowers
- PPP Loans: You Got Your Money – Should You Give It Back?
- Listing Standards: NYSE Joins Nasdaq in Providing Relief From Price-Based Standards
- Virtual Shareholder Meetings: Survey of Q&A Trends
- COVID-19 Crisis: Companies Adopt Emergency Bylaws to Ensure Board Operations
- SEC & PCAOB Officials Issue Joint Statement on “Emerging Market” Risks
- COVID-19 Crisis: What About ICFR?
- Listing Standards: Nasdaq Provides Temporary Relief from Price-Based Standards
- Rulemaking Petition Seeks to Allow Electronic Signatures Under Reg S-T
- COVID-19 Oversight: Does the Board need a Special Committee?
- Initial Investor Responses to the COVID-19 Pandemic
- COVID-19 & Earnings Calls: Logistical Considerations
- Corp Fin Provides Temporary Relief for Form 144 Paper Filings
- COVID-19 Crisis Disclosure: What About Earnings Guidance?
- SEC Chair & Corp Fin Director Issue Joint Statement on COVID-19 Disclosure
- Paycheck Protection Program: Free Money? Don’t Bank on It
- COVID-19: New C&DI Address Application of Exemptive Order to Part III of 10-K
- Financial Reporting: SEC Chief Accountant Addresses COVID-19 Issues
- SEC Chair Encourages Continued Disclosures Amid Pandemic
- Securities Offerings Amid Closed Trading Window: Disclosure Considerations
- Corp Fin Issues Two New Delayed Filing CDIs
- Making Use of ESG Ratings
- CARES Act – Nearly Everything but the Kitchen Sink
- Buybacks: Are Airlines Supposed to be Treated Differently?
- The Coronavirus: What Should Your Company Do Now?
- Conduct of the Annual Meeting
- COVID-19 Disclosures: Guidance From Corp Fin
- Executive Health: COVID-19 Illness Disclosures
- COVID-19 Cash Crunch: Rethinking Dividends
- COVID-19: Should You Update Earnings Guidance?
- Annual Meetings: Attendance Considerations
- Board-Level Oversight of Sustainability Disclosures
- Virtual Shareholder Meetings: CII & Proxy Advisor Positions
- SEC Amends “Accelerated Filer” & “Large Accelerated Filer” Definitions
- Disclosure: What If Your CEO Is Diagnosed With The Coronavirus?
- Proxy Contests: Will COVID-19 Put Them on Ice?
- Conflict Minerals: Time for a Fresh Look at Disclosure & Compliance Programs
- SEC Asks DC Employees to Work From Home
- Earnings Calls: What are Companies Saying About the Coronavirus?
- Future of the PCAOB
- SEC Proposes Amendments to Simplify & Harmonize Private Offerings
- Annual Meetings: Planning for COVID-19 Developments
- SEC Amends Rules for Financial Disclosures of Registered Debt Offerings
- Internal Audit’s View of Corporate Governance
- D-Lister Dinged for Drumming Digital Deal!
- Warren Buffett: “Hey GAAP, Get Off My Lawn!”
- DFS: New York’s New Regulatory King Kong?
- Coronavirus: Implications for Contracts
- MD&A Guidance: What About ESG Metrics?
- What to Do About Astroturfing the Comment Letter Process
- Audit Committees in Action: The Latest Developments
- Conflict Minerals: Tackling Your Next Form SD
- Deciphering ‘Corporate Purpose’
- SEC Public Statement on Coronavirus
- SEC Brings KPI Enforcement Proceeding
- SEC Comment Letters: Tips to Ease Your Response Process
- Cyber Response Plan Testing
- Risk Factors: Here Come the 10-K Coronavirus Disclosures. . .
- Insider Trading: Should Your Policy Cover More Than Legal Risks?
- Audit & Non-Audit Fees: The Song Remains the Same?
- Proxy Access: Adopted Widely, Used Only Once
- IPOs: A Fix for Section 11 Liability?
- Pat McGurn’s Forecast for 2020 Proxy Season
- Skipped Class the Day Insider Trading was Covered?
- Disclosure Reform: Are ESG Risks “Material”?
- “Proxy Advisor” & “Shareholder Proposal” Regs: Comments Are In!
- S-K Financial Disclosure: SEC Proposes Big Changes!
- Cryptocurrencies: Rising NBA Star Launches ICO
- Insider Trading: Bharara Task Force Weighs In
- Board Diversity: Goldman Says No More “Boys Club” IPOs
- That Pesky 3rd Year: Corp Fin Issues 3 New MD&A CDIs
- California’s “Board Gender Diversity” Law: FAQs
- Non-Financial Disclosure: What “Audit Assurance” Looks Like
- Congress Moves to Close the “8-K Trading Gap”
- The Myth of the Friday Earnings Release
- Airbnb Establishes “Stakeholder” Board Committee
- BlackRock on Climate Change: “Against” Votes Are Coming?
- More on “Shareholder Proposals on Arbitration”
- Divestment: Another Investor Approach to Social Issues?
- D&O Insurance: ESG Reputation Matters
- Good Governance: Does Anyone Really Know What It Is?
- Insider Trading: 2nd Cir. Makes Prosecutors’ Day
- SOX 404: Point & Counterpoint on Auditor Attestations
- IPOs: WeWork a Game Changer for 2020’s Unicorns?
- Ransomware: The Cyber Attack That Companies Refuse to Call by Name
- E&S: BlackRock’s Shareholders Tiring of “Quiet Engagements”?
- Clawbacks: Turning Restatements Into a Rare Species?
- Corporate Governance Ratings: Internal Audit Enters The Game
- Audit Committee Role & Reminders: Statement from SEC & Corp Fin
- SEC Proposes “Modernization” of Auditor Independence Rules
- ESG Ratings Draw Nearly Universal Contempt
- Corp Fin’s New “Disclosure Guidance”: Confidential Treatment Requests
- SEC Proposes Expanded “Accredited Investors” Def’n
- Improving Board Oversight of Risk
- State of the SEC: A Few Nuggets from the Chair’s Testimony
- How to Attract & Retain New Lawyers
- Direct Listings: NYSE Files Revised Proposal!
- “Climate Accounting”: Exxon Prevails in Martin Act Suit
- SEC Calls Foul on “Earnings Management”
- FCPA: DOJ Revises Policy to Encourage Self-Disclosures
- Insider Trading Reform: Could 2020 Be the Year?
- Direct Listings: NYSE’s “IPO” Proposal – Controversial?
- The SEC Chair Touts ‘Fishy’ Comment Letters
- Reg Flex Agenda: Clawback Re-Proposal Coming Next Year?
- Shareholder Proposals: What Now
- “ESG” Funds: What’s in a Name?
- “Responsible Investors” Say ESG Isn’t a Fad
- Dual Class: Battleground Moves to Delaware
- SEC’s Enforcement: Do Stats Matter?
- Who “Leaked” WeWork’s Comment Letter
- Dual-Class: Maybe the Market Worked in WeWork?
- S-K Modernization Proposal: Big Yoga Weighs In!
- “The Die is Cast”: SEC Proposes to Regulate Proxy Advisors
- Glass Lewis Issues ’20 Voting Guidelines
- Kokesh Redux: SCOTUS to Hear Challenge to SEC Disgorgement Authority
- Boardroom Diversity: Progress on Racial Diversity Impeded by Slow Turnover
- Director Survey: “Collegiality” & “ESG” Can Go Too Far
- ISS Sues SEC Over Proxy Advisor Guidance!
- Sustainability Reporting: Small & Mid-Cap Perspectives
- Secrets of the Corporate Secretary Department
- Foreign Nations Might Be Delaware’s New Competition
- Comment Trends: Corp Fin’s “Top 10”
- “Climate-Change Accounting”: Not Adding Up?
- “Harmonization” of Private Offerings: NASAA Comments on SEC’s Concept Release
- “Reg D” ICOs: What’s the Harm in Trying?
- ICOs: “SAFTs” No Longer Safe?
- Audit Committees Must Enforce Auditor Independence Rules? What Gives?
- Canada Heading for Mandatory “Say-on-Pay-Eh”?
- SOX 404: 15 Years of Negative Attestations & Assessments
- Naming Audit Partners: No Audit Quality Impact?
- Shareholder Proposals: Corp Fin Issues 12th Staff Legal Bulletin
- Poison Pills: A Career Limiting Move for Directors?
- Board Diversity: NYC Comptroller Launches “Rooney Rule” Initiative
- Chief Justice Strine’s “New Deal”
- Should the SEC Get Out of the “Stakeholder Disclosure” Business?
- SEC Enforcement: Actually, Just Check All Your Disclosures
- Ransomware: Preparing for a Growing Threat
- Shareholder Proposals: Should Corp Fin Referee the No-Action Process?
- More on “The History of the SEC Staff’s Disclaimer When Speaking Publicly”
- Wow! Corp Fin “Realigns” (But It’s More Than That)!
- Everybody Into the Pool! SEC Adopts “Test the Waters” for All
- Being Litigated! Tesla’s Colossal CEO Comp In The Crosshairs
- Quarterly Reporting & ESG: The CFA Institute Weighs In
- IPOs: VCs Eyeing “Direct Listing” Alternative
- Better The Devil You Know? ISS ESG Business Keeps Growing
- “Greenwishing”: Sustainability’s Greatest Threat?
- XBRL: What’s It Good For?
- 10b-5 Liability: Exec Gets Sanctioned for “Failure to Correct”
- ISS Releases Policy Benchmark Survey Results
- Proxy Access: Where Things Stand
- Shareholder Proposals: Corp Fin’s Big Announcement – Oral Responses & Declining to Provide a View!
- Governance: Closing the Board Information Gap
- Financial Intermediaries: Strine Says Funds Must Do Better By Their Investors
- Counterpoint: Like Heck It Does!
- “Stakeholder Governance”: What Happens to the BJR?
- Making Sense of ESG Reporting Frameworks
- S-K Modernization: Two SEC Commissioners Concerned About “Principles-Based” Proposal
- Low-Cost Index Funds: Management’s “Absentee” Best Friend?
- FASB Testing “Staggered Adoption” Policy for Smaller Reporting Companies
- SEC Issues “Proxy Advisor” Guidance
- Inline XBRL: Corp Fin Issues 9 CDIs
- Battle Lines Being Drawn! BRT Brushes “Shareholder Primacy” Aside
- Are Companies Punishing Their Auditors for Flagging Their Material Weaknesses?
- WeWork’s Proposed IPO: The Latest Unicorn Doesn’t Disappoint…
- Company Buybacks: Best Practices
- Dual Class: CII Names & Shames “Dual-Class Enabler” Directors
- BlackRock: “Remain Calm! All is Well!”
- SEC Calendars ‘Open Meeting’: Proxy Advisors on the Agenda!
- Fast Act S-K Simplification: Don’t Forget the New “Description of Securities” Exhibit!
- Buybacks are Bad. Buybacks are Declining. The Decline in Buybacks is Bad.
- Earnings Calls: Make ’em Laugh (If You Can)
- The Dark Web: Troll Targets SEC Staffers
- SEC Proposes Reg S-K Modernization! (For Items 101, 103 & 105)
- Shareholder Proposals: Big Year for “Political Spending”
- Risk Factors: “Active Shooters” Join the Parade of Horribles
- Inline XBRL: Ins & Outs of “Exhibit 104”
- Fast Act: SEC Issues “Technical Corrections”
- Voluntary Disclosures of SEC Investigations: No Good Deed Goes Unpunished?
- Securities Class Actions: M&A Filings Down, But Plaintiffs Still Loving Disclosure Fraud
- ’33 Act Class Actions: NY State May Not Be So Plaintiff-Friendly After All
- CAMs: Early Returns From the “Big 4”
- Auditor Attestations: No Shortage of Comments on SEC Proposal
- Sarbanes-Oxley Compliance: Still a Lot of Work, But Automated Controls Might Help
- Board Diversity: S&P 500 No Longer Has Any All-Male Boards
- What’s the “Latest Practicable Date” for S-4 Comp Tables?
- More on “Large Accelerated Filers: Inline XBRL Requires 2nd Quarter 10-Q Changes”
- Moody’s Gets Into the “Governance Ratings” Game
- Large Accelerated Filers: Inline XBRL Requires 2nd Quarter 10-Q Changes
- Brexit Disclosure: New Developments to Consider
- Lawyers’ Mental Health: Are Clients Making Us Sick?
- More on “California Reports on Mandatory Women Directors”
- Mandatory ESG Disclosure: Coming to an SEC Filing Near You?
- Shareholder Proposals: “Micromanagement” Continues to be Hot
- Convertible Debt: Still a Good Way to Raise a Buck (or a Million)
- How Asset Managers Feel About “Activists”
- Shareholder Proposals: Corp Fin Considering Changing Approach to No-Action Requests
- Social Media: SEC Wants Better Monitoring Tools
- ISS Policy Survey: Board Gender Diversity, Over-Boarding & More
- Buybacks: The “Replace” Part of “Repeal & Replace” Rule 10b-18
- Blue Sky: New Jersey Sues Issuer of Unregistered Tokens
- Registered ICOs: SEC Clears First Reg A+ Token Offering
- BlackRock: “Move Along – Nothing to See Here. . .”
- The FTC Gives Facebook a New Board Committee!
- SEC Enforcement: Facebook Tagged for Risk Factor Disclosures
- 12 Tricks to Help You During Proxy Season
- Whistleblowers: Can In-House Lawyers Walk the Ethical Tightrope?
- Current Developments in Capital Raising
- Navigating Corp Fin’s Comment Process
- SEC Approves Nasdaq’s “Liquidity” Proposal
- SEC Will Evaluate Settlement Offers & “Bad Actor” Waiver Requests Simultaneously
- EGC Transitions: Interplay With Revenue Recognition
- Overboarding: New Investor Policies Causing Huge Drops in Director Support
- CAMs: PCAOB Answers FAQs from Audit Committees
- Corp Fin Issues “LIBOR Transition Risks” Statement
- How to Handle a SEC Enforcement Inquiry Now
- Section 16 Delinquencies Disclosures Handbook
- Shareholder Proposals – Rule 14a-8(i)(1) Improper Under State Law
- Q&A Discussion Forum For TheCorporateCounsel.net
- Shareholder Proposals: Corp Fin Speaks
- Conduct of the Annual Meeting
- Shareholder Proposals Handbook
- D&O Questionnaire Handbook
- Insider Trading Policies Handbook
- Regulation FD Handbook
- MD&A Handbook
- 8-K Handbook
- Corporate Secretary’s Department Handbook
- 10-K Handbook
- Warren Buffet Says Many “Independent Directors” Aren’t Independent
- Direct Listings: A Lot to Like If You’re a Venture Investor
- Insider Trading: So That’s What Friends Are For?
- Disclosure Simplification: SEC Referral Prompts FASB to Seek GAAP Tweaks
- SEC Signs Off On Silicon Valley Stock Exchange
- “Test the Waters” for All: Comments on SEC Proposal
- What Do In-House Lawyers Want From Law Firm CLE?
- Crypto Mom Wants SEC to Wear “Reasonableness Pants”
- Rookies of the Year: Do New Activist Directors Add Greater Value Than Other Newbies?
- SEC Modifies 10-Q & 8-K Cover Pages (Again)
- Corporate Governance: Wait, Nobody Said Anything About a Test!
- Proxy Strike Suits: What We’re Hearing About This Year’s Targets
- Uber IPO: The Biggest Loser?
- Audit Committee Disclosure Handbook
- Staggered Boards: Investors Still Want Them Gone
Team
- Matt Potter
- Linda Weber
- Dawn Chyten
- Lynn Jokela
- Broc Romanek
- Alan Dye
- Liz Dunshee
- Paige Brandt
- Denise Childs
- Larissa Aguillon
- Albert Chen
- Mel Yarbrough
- Nathan Brill
- Julie Hoffman (former editor)
- Linda DeMelis (former editor)
- Julie Kim (former editor)
- Michael Gettelman
- Peter Romeo
- Mark Borges
- Mike Melbinger
- John Jenkins
- Dave Lynn
- Susan Reilly
- John Feeney
- Barbara A. Baksa, CEP
