SECURITIES AND OTHER FINANCIAL PRODUCTS
MASTER THE PROXY STATEMENT
Gary M . Brown ( Nelson Mullins Riley & Scarborough LLP )
Synthesizing more than three decades of the author ’ s real-world perspectives , this step-by-step handbook provides securities lawyers and financial professionals essential guidance and easy-to-follow practice tips on a wide array of proxy solicitation considerations . This includes proxy voting advice issues , shareholder proposal pitfalls , SEC no-action request strategies , special purpose acquisition company transactions , Electronic Data Gathering Analysis and Retrieval filing requirements , proxy material exhibit requirements , and more .
Ever-changing rules and new transaction types can complicate the preparation of proxy solicitation materials . PLI ’ s Upkeep Service can help you strategize around important SEC and legislative developments .
1 softbound volume or digital , 956 pages , $ 207 , Item # 395392 , ISBN 978-1-4024-4537-8
CONTENTS
PART 1 : INTRODUCTION Background of Proxy Requirements General Principles
PART 2 : DETAILED ANALYSIS OF PROXY STATEMENT ( SCHEDULE 14A ) REQUIREMENTS 1 Item 1 – Date , Time and Place
Information 2 Item 2 – Revocability of Proxy 3 Item 3 – Dissenters ’ Right of Appraisal 4 Item 4 – Persons Making the
Solicitation 5 Item 5 – Interest of Certain Persons in Matters to Be Acted Upon
6 Item 6 – Voting Securities and Principal Holders Thereof
7 Item 7 – Directors and Executive Officers
8 Item 8 – Compensation of Directors and Executive Officers
9 Item 9 – Independent Public
Accountants 10 Item 10 – Compensation Plans 11 Item 11 – Authorization or Issuance of Securities Otherwise Than for Exchange 12 Item 12 – Modification or
Exchange of Securities 13 Item 13 – Financial and Other Information
14 Item 14 – Mergers , Consolidations , Acquisitions and Similar Matters 15 Item 15 – Acquisition or
Disposition of Property 16 Item 16 – Restatement of Accounts 17 Item 17 – Action With Respect to Reports 18 Item 18 – Matters Not Required to Be Submitted
19 Item 19 – Amendment of Charter , Bylaws or Other Documents
20 Item 20 – Other Proposed
Action 21 Item 21 – Voting Procedures 22 Item 22 – Information Required in Investment Company Proxy Statement
23 Item 23 – Delivery of Documents to Security Holders Sharing an Address
24 Item 24 – Shareholder Approval of Executive Compensation 25 Item 25 – Exhibits
PART 3 : APPENDICES 1 Proxy Rules ( Rules 14a-1 through 14a-21 ) 2 Schedule 14A 3 Proxy Statement Compliance
Checklist 4 Annual Meeting / Proxy Timetable 5 Exchange Act Section 21E 6 Regulation G and Item 10 ( e ) of
Regulation S-K 7 SEC Compliance and Disclosure Interpretations : Non-GAAP Financial Measures 8 Regulation S-K ( Excerpts ) 9 SEC Compliance and Disclosure Interpretations : Proxy Rules and Schedule 14A / 14C
10 SEC Compliance and Disclosure Interpretations : Regulation S-K ( Excerpts )
11 SEC Auditor Fee Disclosure FAQs
12 Exchange Act Release 15,230
( Oct . 13 , 1978 ) 13 Regulation M-A ( excerpts ) 14 Form S-3 15 Form S-4 16 Template Clawback Policy
SEC COMPLIANCE AND ENFORCEMENT ANSWER BOOK
Edited by Jennifer S . Leete ( Cravath , Swaine & Moore LLP )
Readers curious about the inner workings of the SEC and best practices for responding to related investigations and disputes can turn to this treatise . Presented in question-andanswer format , this Answer Book mines the experience of its author , a former SEC staff attorney and current partner at a world-class litigation firm , to give practitioners and anyone who interfaces with the SEC a boots-on-the-ground perspective on how the agency could approach disputes and investigations .
Attorneys , accountants , and workers at SEC-regulated companies can access all-encompassing treatment of internal and SEC investigations , including helpful tactics for addressing document requests , testimony , interview preparation , and cooperation with SEC staff and imposed monitors . They will also find helpful methods for approaching litigation-related issues , including the Wells Process and settlement options .
Stay up to date on the latest SEC developments with PLI ’ s Upkeep Service .
1 softbound volume or digital , 1,122 pages , $ 335 , Item # 305290 , ISBN 978-1-4024-4138-7 , Published as needed
CONTENTS
1 Internal Investigations Into SEC-Related Issues 2 Representing Individuals in SEC Testimony and Interviews
3 Document Productions in
SEC Investigations 4 Cooperating with the SEC 5 Parallel Investigations with the SEC 6 The Wells Process at the Conclusion of an SEC Investigation
7 Remedies and Sanctions in SEC Enforcement Actions
8 SEC- and DOJ-Imposed
Monitors 9 Litigating with the SEC 10 Negotiating Settlements with the SEC
11 Public Disclosure of SEC Enforcement Actions and Investigations
12 Multinational Aspects of SEC Investigations 13 Foreign Corrupt Practices Act Investigations
14 Insider Trading Investigations
15 Accounting and Financial Reporting Investigations
16 Market Manipulation Investigations 17 Securities Offering Investigations
18 Crypto Asset Investigations and Enforcement 19 Cybersecurity Issues 20 Inspections : The Frequent Prelude to Investigations of Regulated Entities
21 Investigations of Regulated Entities
22 Special Issues in Investigations of Accountants 23 Special Issues in
Investigations of Attorneys 24 Special Issues Relating to Whistleblowers
Index
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