Corporate Counsel Handbooks

Question 1

What are the nine key handbook topic areas?

Answer 1

1. 8-K, 10-Q, 10-K & Exhibits; 2. Proxy Season; 3. NYSE & Nasdaq Listing Standards; 4. Governance Matters; 5. Regulations (Reg. G, Reg. FD etc.), 6. Director & Officer Matters; 7. Section 16 Filings; 8. Rule 144; and 9. Capital Markets (S-3, S-8, Secondary Offerings, Best Efforts Offerings etc.)

Question 2

What are the 12 additional handbooks within topic 1 (8-K, 10-Q, 10-K & Exhibits)?

Answer 2

Non-GAAP, Business, Properties, Internal Controls, Legal Proceedings, MD&A, Related Party Transactions, Risk Factors, Beneficial Ownership Tables, CTRs, CEO/CFO Certificates; Description of Securities.

Question 3

What are the 7 additional handbooks within topic 2 (Proxy Season)?

Answer 3

Voting Requirements, Proxy Advisors, Notice & Access, Shareholder Proposals, Annual Report / Wrap, Proxy Cards, Preliminary Proxies.

Question 4

What are the 7 additional handbooks within topic 4 (Governance)?

Answer 4

Nominating Committee, Social Media, Code of Ethics, Insider Trading Policies, 10b5-1 Plans, Audit Matters (various), Shareholder Communication with Directors .

Question 5

What are the 4 additional handbooks within topic 6 (Directors and Officers)?

Answer 5

Resignation and Retirement, Director Attendance, Independence, D&O Legal Proceedings