CORPORATE LAW
PUBLIC COMPANY DESKBOOK
COMPLYING WITH FEDERAL GOVERNANCE & DISCLOSURE REQUIREMENTS
Robert E . Buckholz , Jr ., Marc R . Treviño , and Glen T . Schleyer ( Sullivan & Cromwell LLP )
Securities practitioners looking to master the regulatory developments impacting public companies can turn to this work , described by Fortune as “ the bible for securities lawyers .” Readers will receive boots-on-the-ground insights from a trio of leading securities attorneys on addressing various legislative , agency-driven , and private initiatives to reform public company disclosure practices and governance .
Any lawyer , professional , regulator , or business leader involved with publicly traded companies will find adept insights on board structure and governance , shareholder meetings and activism , auditing issues , compensation , and reporting and compliance requirements . They will also discover guidance on topics as varied as committee-forming and disclosure considerations , corporate investigations , and whistleblowing . Readers can consult forms covering Sarbanes-Oxley Section 906 certification , corporate governance guidelines for U . S . companies , and compliance checklists .
Receive ongoing updates on critical developments with PLI ’ s Upkeep Service .
3 looseleaf volumes , 3,004 pages , $ 939 , Item # 60411 , ISBN 978-1-4024-2315-4 , Updated annually or as needed
CONTENTS
VOLUME 1 PART 1 — BOARD STRUCTURE & GOVERNANCE POLICIES Part 1:1 Director Independence and Board Operations 1A Director Independence 1B SEC Disclosure on Board Independence ,
Structure and Operation 1C Corporate Governance Guidelines
Part 1:2 Committees 1D Nominating and Corporate Governance
Committee 1E Board Committees
Part 1:3 Governance Policies 1F Related Party Transactions 1G Codes of Ethics
PART 2 — SHAREHOLDER MEETINGS & ACTIVISM Part 2:1 Annual Meeting Process & Disclosure 2A Annual Meeting Timeline and Script 2B Federal Proxy Rules 2C Director and Officer Questionnaires
Part 2:2 Shareholder Voting & Required Approvals 2D Voting Standards 2E Advance Notice Bylaws 2F Rule 14a-8 Shareholder Proposals 2G Shareholder Nominations and Proxy Access 2H Director Qualification Bylaws 2I Analysis of ISS Withhold Recommendations
Part 2:3 Shareholder Approval of Stock Issuances 2J Shareholder Approval of Equity
Compensation Plans 2K Shareholder Approval of Issuances
Over 20 % 2L Shareholder Approval of Insider and Change of Control Issuances
Part 2:4 Activist Update 2M Shareholder Activism : 2017 Review and Analysis
PART 3 — AUDIT COMMITTEE , AUDITOR POLICY & AUDITOR DISCLOSURE Part 3:1 Audit Committee 3A
Audit Committee Responsibilities and Authority 3B Audit Committee Composition 3C Audit Committee Disclosure 3D Whistleblower Complaint Procedures
Part 3:2 Auditor Policy 3E Auditor Independence and Non-Audit
Services 3F Pre-Approval of Permitted Services 3G Audit Partner Rotation 3H Retention of Audit Workpapers 3I Improper Influence on Conduct of Audits
Part 3:3 Auditor Disclosure 3J Disclosure of Auditor Fees and Pre-Approval of Services
VOLUME 2 PART 4 — COMPENSATION COMMITTEE , COMPENSATION POLICY & COMPENSATION DISCLOSURE Part 4:1 Compensation Committee 4A
Compensation Committee Responsibilities and Authority 4B Compensation Committee Composition 4C Compensation Committee Disclosure
Requirements
Part 4:2 Compensation Policy 4D Say-on-Pay and Say-When-on-Pay 4E Say-on-Golden Parachutes 4F CEO Pay Ratio 4G Clawback Policies 4H Compensation and Risk 4I Hedging & Pledging
Part 4:3 Compensation Disclosure 4K Compensation Discussion and Analysis 4L Summary Compensation Table 4M Grants of Plan-Based Awards Table 4N Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
4O Tables Relating to Equity Holdings and Value Realization
4P Tables and Disclosure Relating to
Post-Employment Compensation 4Q Director Compensation Table 4R Pay-Versus-Performance Disclosure
PART 5 — PUBLIC COMPANY REPORTING & COMPLIANCE POLICIES Part 5:1 Periodic Reporting 5A Management ’ s Discussion and Analysis 5B Stock Exchange Annual Reporting and
Compliance Certifications
Part 5:2 Ongoing Reporting 5C Form 8-K Reports 5D Stock Exchange Interim Reporting and
Compliance Affirmations 5E Website Disclosures
Part 5:3 Other Reporting Considerations 5F Timely Disclosure : Regulation FD 5G Non-GAAP Financial Measures 5G1 Cybersecurity Disclosure 5H SEC Review Process
Part 5:4 Controls & Procedures 5I Disclosure Controls and Procedures 5J Internal Control Over Financial Reporting 5K Audits of Internal Control Over
Financial Reporting 5L Management Certifications
Part 5:5 Compliance Policies 5M Insider Trading Policies and Blackouts 5N Loans to Insiders
PART 6 — CORPORATE INVESTIGATIONS & WHISTLEBLOWING 6A Corporate Investigations 6B Employee Whistleblower Protection 6C Attorney Reporting
VOLUME 3 PART 7 — APPENDICES AND INDEX Index
34 | Click on Book Image to Order !