A Practical Guide to SEC Proxy and Compensation Rules

A Practical Guide to SEC Proxy and Compensation Rules

Author: Amy L. Goodman

Publisher: Wolters Kluwer

Published: 2010-10-05

Total Pages: 1856

ISBN-13: 0735598959

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A Practical Guide to SEC Proxy and Compensation Rules, Fifth Edition is designed to meet the special needs of corporate officers and other professionals who must understand and master the latest changes in compensation disclosure and related party disclosure rules, including requirements and initial SEC implementing rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act. Current, comprehensive and reliable, the Guide prepares you to handle both common issues and unexpected situations. Contributions from the country's leading compensation and proxy experts analyze: Executive compensation tables Compensation disclosure and analysis Other proxy disclosure requirements E-proxy rules Executive compensation under IRC Section 162(m) And much more! Organized for quick, easy access to all the issues and areas youand’re likely to encounter in your daily work, A Practical Guide to SEC Proxy and Compensation Rules Dissects each compensation table individuallyand—the summary compensation table, the option and SAR tables, the long-term incentive plan tableand—and alerts you to the perils and pitfalls of each one Walks you through preparation of the Compensation Disclosure and Analysis Explains the latest interpretations under the SEC's shareholder proposal rule and institutional investor initiatives and what they mean for the coming proxy season Helps you tackle planning concerns that have arisen in the executive compensation context, including strategies for handling shareholder proposals regarding executive compensation and obtaining shareholder approval of stock option plans The Fifth Edition reflects the latest SEC and IRS regulations, guidance, interpretations and disclosure practices. It adds a new chapter focused on developments and practices relating to required public company and“say-on-payand” advisory votes pursuant to the Dodd-Frank Act. Another new chapter addresses director qualifications and Board leadership, diversity, and risk oversight disclosures. This one-volume guide will help you prepare required disclosures as well as make long-range plans that comply fully with regulations and positions taken by the SEC more quickly and completely than ever before. In addition, weand’ve updated the Appendices to bring you the latest rules and relevant primary source material.


Practical Guide to SEC Proxy and Compensation Rules, 6th Edition

Practical Guide to SEC Proxy and Compensation Rules, 6th Edition

Author: Goodman, Fontenot

Publisher: Wolters Kluwer

Published: 2018-11-21

Total Pages: 2156

ISBN-13: 1543806759

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A Practical Guide to SEC Proxy and Compensation Rules, Sixth Edition is designed to meet the special needs of corporate officers and other professionals who must understand and master the latest changes in compensation disclosure and related party disclosure rules, including requirements and initial SEC implementing rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act. Current, comprehensive and reliable, the Guide prepares you to handle both common issues and unexpected situations. Contributions from the country's leading compensation and proxy experts analyze: Executive compensation tables Compensation disclosure and analysis Other proxy disclosure requirements E-proxy rules Executive compensation under IRC Section 162(m) And much more! Organized for quick, easy access to all the issues and areas you're likely to encounter in your daily work, A Practical Guide to SEC Proxy and Compensation Rules Dissects each compensation table individually--the summary compensation table, the option and SAR tables, the long-term incentive plan table--and alerts you to the perils and pitfalls of each one Walks you through preparation of the Compensation Disclosure and Analysis Explains the latest interpretations under the SEC's shareholder proposal rule and institutional investor initiatives and what they mean for the coming proxy season Helps you tackle planning concerns that have arisen in the executive compensation context, including strategies for handling shareholder proposals regarding executive compensation and obtaining shareholder approval of stock option plans The Sixth Edition reflects the latest SEC and IRS regulations, guidance, interpretations and disclosure practices. It adds a new chapter focused on developments and practices relating to required public company "say-on-pay" advisory votes pursuant to the Dodd-Frank Act. Another new chapter addresses director qualifications and Board leadership, diversity, and risk oversight disclosures. This one-volume guide will help you prepare required disclosures as well as make long-range plans that comply fully with regulations and positions taken by the SEC more quickly and completely than ever before. In addition, we've updated the Appendices to bring you the latest rules and relevant primary source material. Previous Edition: Practical Guide to SEC Proxy and Compensation Rules, Fifth Edition ISBN 9780735598959


A Practical Guide to SEC Proxy and Compensation Rules

A Practical Guide to SEC Proxy and Compensation Rules

Author: Amy L. Goodman

Publisher: Aspen Publishers

Published: 1995

Total Pages: 938

ISBN-13:

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Written by leading authorities, the Second Edition of A Practical Guide to SEC Proxy and Compensation Rules provides expert analysis and valuable tips and pointers on everything you need to know to master the proxy process and ensure compliance with the SEC's rules. You get comprehensive guidance on such essential issues as: Preparing the executive compensation tables and compensation committee report -- plus examples and the full text reports of seven companies -- Explanations of the FASB rules on accounting for stock options -- Discussions on the requirements necessary to ensure the tax deductibility of executive compensation under IRC Section 162(m) -- Descriptions of the disclosure requirements for a company seeking shareholder approval of certain employee benefit plans -- Analysis of institutional activism under the proxy rules -- And much more. Insightful analysis throughout this guide of how companies have responded to the SEC regulations and on the positions taken by the SEC will help you prepare day-to-day disclosures as well as long-range plans. Valuable appendixes contain SEC and DOL releases, rules and regulations.


Comparative Company Law

Comparative Company Law

Author: Andreas Cahn

Publisher: Cambridge University Press

Published: 2018-10-04

Total Pages: 1095

ISBN-13: 1107186358

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Presents in-depth, comparative analyses of German, UK and US company laws illustrated by leading cases, with German cases in English translation.


Meetings of Stockholders

Meetings of Stockholders

Author: R. Franklin Balotti

Publisher: Wolters Kluwer

Published: 1995-01-01

Total Pages: 1010

ISBN-13: 1567062768

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Annotation In one comprehensive volume, you get all the information & guidance necessary to advise, plan, & run corporate shareholder meetings efficiently & effectively including up-to-date coverage of the latest SEC rules & regulations, recent DOL interpretations concerning institutional investors, case law developments, & emerging trends in shareholder actions. Comprehensive, authoritative, & practical, MEETINGS OF STOCKHOLDERS covers every key topic relating to stockholder meetings, from the laws & regulations to the mechanics of running the meeting, including: Selection of the meeting location Preparation of the chair & officers Creating an agenda Meeting notice requirements The right to inspect the shareholder list Statutory criteria for eligibility Preparing proxy materials Proxy eligible securities Disclosure requirements Institutional investor issues Handling shareholder proposals Personal claims & grievances Exceptions to Rule 14a-8, rules governing meeting conduct Dealing with the disorderly stockholder Voting rights of shares & stockholders Quorum, counting & reporting the vote Tabulation of proxies Action by written consent Defensive strategies to defeat shareholder consent solicitations Director removal problems And more.


Corporate Secretary's Answer Book

Corporate Secretary's Answer Book

Author: Cynthia M. Krus

Publisher: Aspen Publishers Online

Published: 2004

Total Pages: 1148

ISBN-13: 0735550220

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The Corporate Secretary's Answer Book is the only comprehensive, single-volume reference to address the specific tasks corporate secretaries face on a daily basis in a Q&A format. Every topic is conveniently listed for easy reference with an index organized by commonly used terms. With all of this valuable "know-how" located within one volume, corporate secretaries will be able to find the best way to proceed with any particular matter, quickly and confidently. The Corporate Secretary's Answer Book also includes sample forms and checklists that offer step-by-step guidance to completing each phase of the corporate secretary's duties throughout the year, especially under Sarbanes-Oxley, including: Conduct of Shareholder Meeting Guidelines - Annual Meeting Script - Minutes of Incentive Committee Meeting - Establishing a Special Litigation Committee of the Board - Audit Committee Charter - Corporate Governance Listing Standards - Corporate Governance Guidelines - Corporate Disclosure - and much more!


Research Handbook on the Economics of Corporate Law

Research Handbook on the Economics of Corporate Law

Author: Claire A. Hill

Publisher: Edward Elgar Publishing

Published: 2012-04-01

Total Pages: 497

ISBN-13: 1781005214

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Comprising essays specially commissioned for the volume, leading scholars who have shaped the field of corporate law and governance explore and critique developments in this vibrant and expanding area and offer possible directions for future research. This important addition to the Research Handbooks in Law and Economics series provides insights into subjects such as the role of directors, shareholders, creditors and employees; empirical studies of litigation and shareholder activism; executive compensation; corporate gatekeepers; comparative law; and behavioral approaches to law and finance. Topics are organized within five sections: corporate constituencies, insider governance, gatekeepers, jurisdiction, and new theory. Taken as a whole, the volume serves as an introduction for those new to the field and as a reference for those unfamiliar with some of the topics discussed. Authoritative and accessible, the Research Handbook on the Economics of Corporate Law will be a valuable resource for students, scholars, and practitioners of corporate law and economics.


A Practical Guide to Section 16

A Practical Guide to Section 16

Author: Amy L. Goodman

Publisher: Aspen Publishers

Published: 1997

Total Pages: 628

ISBN-13:

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Rely on the expertise of 15 securities professionals for everything you need to know and do under the Section 16 rules. Compliance is easy with this convenient manual to guide you step-by-step through every phase of the Section 16 reporting scheme. A Practical Guide to Section 16: Reporting and Compliance provides detailed answers to such questions as: Must a plan be 'tax qualified' to take advantage of Rule 16b-3? is shareholder approval required to exempt plan transactions? What is a non-employee director for purposes of the rules? What is a 'discretionary transaction' under the rules? is it possible to 'mix and match' exemptions? Are any of the pre-1991 Section 16 rules still in effect? The Guide also supplies such helpful materials as: Forms 3, 4, and 5 filled out under more than 25 different scenarios an abundance of examples illustrating the effect of the rules the full text of revised Section 16 and relevant SEC adoptive releases A detailed compliance timetable to assist in planning and meeting deadlines.


Investment Adviser Regulation

Investment Adviser Regulation

Author: Clifford E. Kirsch

Publisher:

Published: 2006

Total Pages: 0

ISBN-13: 9781402407710

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Investment Adviser Regulation: A Step-by-Step Guide to Compliance and the Law gives you the thorough regulatory guidance you need to understand the rules currently governing investment advisers while ensuring you keep pace with the tougher rules to come. This straightforward, easy-to-read compliance resource shows you how to file and update the pivotal Form ADV and draft compliant advisory contracts.