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Corporate Secretary's Answer Book, 2018 Edition

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Book - Looseleaf
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Book - Looseleaf

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Overview

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
Last Updated 11/20/2017
Product Line Wolters Kluwer Legal & Regulatory U.S.
ISBN 9781454885276
SKU 10046313-7777
Table of Contents

CHAPTER 1. Certificate of Incorporation

  • Significance of Certificate of Incorporation
  • Certificate of Incorporation and Voting Rights
  • Amendment of Certificate
  • Fees to Maintain Certificate of Incorporation
  • Inclusion of Social Responsibility Provisions
  • Appendix 1A: Certificate of Incorporation (Delaware)
  • Appendix 1B: Action by Written Consent of Board of Directors Amending Certificate of Incorporation (Delaware)
  • Appendix 1C: Certificate of Amendment (Delaware
  • Appendix 1D: Written Consent of Stockholders Approving Certificate of Amendment (Delaware)
  • Appendix 1E: Articles of Amendment to Articles of Incorporation (MBCA)
  • Appendix 1F: Form of Certificate of Formation (Delaware)
  • Appendix 1G: Form of Limited Liability Company Agreement (Delaware)
  • Appendix 1H: Required Language for a B Corporation’s Articles of Incorporation
  • Appendix 1I: Language of the B Corporation Declaration of Interdependence

CHAPTER 2. Bylaws

  • Purpose of Bylaws
  • Adoption, Amendment, and Repeal of Bylaws
  • Exclusive Forum Provisions in Bylaws
  • Fee-Shifting Provisions in Bylaws
  • Appendix 2A: Bylaws (Delaware)

CHAPTER 3. Shareholders’ Meetings

  • Need for Annual Shareholders’ Meeting
  • Notice of Meetings
  • Inspectors of Election
  • Ballots
  • Conducting an Annual Meeting of Shareholders
  • Proxy Fights
  • Shareholder Action—Written Consent
  • Overview of the Federal Proxy Rules
  • Electronic Stockholders’ Meetings
  • Appendix 3A: Sample Schedule for Annual Meeting and Proxy Preparation
  • Appendix 3B: Sample Notice of Annual Meeting of Shareholders
  • Appendix 3C: Sample Annual Meeting of Stockholders Internal Agenda and Script
  • Appendix 3D: Sample Rules of Governing Conduct of an Annual Meeting of Stockholders

CHAPTER 4. Shareholder Solicitations

  • Required Distributions to Shareholders
  • Delivery of Shareholder Communications
  • Transmittal Options
  • NOBOs
  • Search Notices
  • Respondent Banks
  • Omnibus Proxies
  • Householding
  • Voting
  • Appendix 4A: Sample Notice of Internet Availability of Proxy Materials
  • Appendix 4B: Sample Disclosure in Proxy Statement on Householding

CHAPTER 5. Shareholder Voting

  • Basics of the Voting Process
  • Quorum Requirements
  • Discretionary Broker Voting, Broker Non- Votes, and Abstentions
  • Disclosure of Voting Requirements
  • Preferred and Non-Voting Shares
  • Election of Directors
  • Discretionary Authority
  • Executive Compensation Approval Requirements Under NYSE and NASDAQ
  • Electronic Voting
  • Appendix 5A: Sample Proxy Language
  • Appendix 5B: Sample Proxy Cards
  • Appendix 5C: Proxy Presumptions
  • Appendix 5D: Skip Snail Mail—How Public Companies Can Deliver Documents Electronically

CHAPTER 6. Shareholder Proposals

  • Definition of “Shareholder Proposal”
  • Regulation of Shareholder Proposals
  • Company Choices upon Receipt of Shareholder Proposal
  • Negotiations of Shareholder Proposals
  • Majority Voting Proposals
  • Proposals Relating to Compensation
  • Proposals Relating to Corporate Governance
  • Proposals Relating to Environmental, Social, and Political Issues
  • Proposals Relating to Special Meetings
  • Other Types of Shareholder Activity
  • Process of Excluding Proposals
  • Procedural Bases for Exclusion
  • Substantive Bases for Exclusion
  • Presentation of Shareholder Proposals in Proxy Statements
  • Appendix 6A: Sample Shareholder Proposal and Supporting Statement
  • Appendix 6B: Sample Proxy Language for Submission of Shareholder Proposals
  • Appendix 6C: Timeline for Processing Shareholder Proposals
  • Appendix 6D: Checklist for Processing Shareholder Proposals
  • Appendix 6E: Practical Pointers for Stockholders
  • Appendix 6F: Practical Pointers for Companies

CHAPTER 7. Board Meetings and Board Materials

  • Board Responsibilities
  • Board Action
  • Meeting Notice
  • Quorum Requirements
  • Proxy Voting
  • Meeting Frequency and Length
  • Meeting Agendas
  • Collection and Dissemination of Information
  • Quantity of Information
  • Timing the Delivery of Information
  • Types of Information in Board Materials
  • Methods of Delivering Information
  • Document Retention
  • Meeting Attendance
  • Executive Session Meetings of Independent Directors
  • Corporate Governance Guidelines
  • The Developing Role of the Board
  • Appendix 7A: Sample Resolutions of the Board of Directors
  • Appendix 7B: Sample Unanimous Written Consent of the Board of Directors
  • Appendix 7C: Crisis Management Preparedness

CHAPTER 8. Minutes of Board Meetings

  • Keeping Minutes
  • Finalizing, Approving, and Storing Minutes
  • Document Retention Policy Regarding Minutes
  • Review of Minutes in Connection with SEC Filings
  • Secretarial Certificates
  • Shareholder Rights
  • Appendix 8A: Sample Minutes of Compensation Committee
  • Appendix 8B: Sample Report of the Compensation Committee (Reflecting Actions Taken in Sample Minutes)
  • Appendix 8C: Sample Minutes of Annual Meeting of Directors
  • Appendix 8D: Sample Secretarial Certificate: Election of Officer
  • Appendix 8E: Sample Secretarial Certificate: Banking Authorities
  • Appendix 8F: Sample Minutes of Special Meeting of Directors for the Purpose of Reviewing a Proposed Merger

CHAPTER 9. Board Composition and Compensation Practices

  • Board Composition
  • Diversity
  • Determining Qualifications of the Board
  • Board Leadership
  • Rules Affecting Board Composition
  • Compliance with NYSE, NYSE Amex, and NASDAQ Rules
  • Political Spending
  • Antitrust Rules
  • Board Compensation Practices
  • Board Compensation
  • Stock-Related Compensation
  • Other Forms of Compensation
  • Disclosure
  • Recent Cases of Interest
  • Appendix 9A: Sample Director Compensation Table

CHAPTER 10. Board Committees

  • Role of Corporate Secretaries
  • Committee Formation
  • Appointment of Committee Members
  • Committee Composition
  • Types of Committees
  • Committee Action and Authority
  • Disclosure
  • Committee Member Orientation
  • Committee Member Liability
  • Appendix 10A: Sample Bylaw Provisions Establishing Board Committees
  • Appendix 10B: Sample Resolutions Establishing Special Litigation Committee
  • Appendix 10C: Sample Resolutions Establishing Audit Committee Financial Expert
  • Appendix 10D: Sample Charter of Executive Committee
  • Appendix 10E: Sample Charter of Risk Committee

CHAPTER 11. Nominating and Corporate Governance Committee

  • Nominating Committee
  • Appendix 11A: Sample Charter of Nominating and Corporate Governance Committee
  • Appendix 11B: Board Self-Evaluation Questionnaire
  • Appendix 11C: Examples of Proxy Disclosure Required with Regard to the Nominating and Corporate Governance Committee

CHAPTER 12. Compensation Committee

  • Compensation Committee Functions
  • Compensation Committee Composition
  • Charter and Recordkeeping
  • Compensation Committee Disclosure In General
  • Compensation Committee Consultants, Legal Counsel, and Other Advisers
  • Compensation Committee Consultant Specific Disclosure
  • Incentive-Based Compensation Arrangements for Financial Services Firms
  • Troubled Asset Relief Program (TARP)
  • Say-On-Pay
  • Appendix 12A: Sample Charter of Compensation
  • Appendix 12B: TARP Certification Template

CHAPTER 13. Audit Committees

  • Audit Committee Functions
  • Audit Committee Composition
  • Financial Qualifications
  • Audit Committee Charter
  • Audit Committee Certification
  • Disclosure
  • Appendix 13A: Sample Audit Committee Charter
  • Appendix 13B: Examples of Pre-Approval Policies
  • Appendix 13C: Audit Committee Self-Evaluation Questionnaire
  • Appendix 13D: Short-Form Audit Committee Charter
  • Appendix 13E: Questions for Auditors in Connection with PCAOB Inspection Process

CHAPTER 14. Risk Management & Cybersecurity Considerations

  • Risk Management
  • Cybersecurity Considerations

CHAPTER 15. Indemnification and D&O Insurance

  • Indemnification
  • Insurance Coverage
  • Notification of Insurable Event
  • Disclosure
  • Mergers and Acquisitions
  • Appendix 15A:11 Items Public Companies Should Consider Before Buying D&O Insurance
  • Appendix 15B: Sample Indemnification Agreement

CHAPTER 16. Electronic Filings, EDGAR, and XBRL

  • Scope of EDGAR
  • Jumpstart Our Business Startups Act (JOBS Act)
  • XBRL
  • Hypertext Links
  • Internet Use
  • Document Filing and Retrieval
  • Civil Liability
  • Appendix 16A: Common EDGAR Filing Mistakes
  • Appendix 16B: Common XBRL Filing Mistakes

CHAPTER 17. Section 16

  • Purpose
  • Enforcement
  • Reporting System
  • Insider Status
  • Reportable Securities
  • Forms 3, 4, and 5
  • Derivative Securities
  • Filing Responsibilities
  • Disclosure of Delinquencies
  • Corporate Secretary’s Responsibilities
  • Electronic Filing
  • Appendix 17A: Sample Board Resolution Designating Section 16 Officers
  • Appendix 17B: Memorandum Summarizing Compliance with Section 16 (with Exhibits)

CHAPTER 18. Insider Trading

  • Definition of “Insider Trading”
  • Application
  • Definition of “Material Non-Public Information”
  • Definition of “Window Periods”
  • Avoiding Liability
  • Enforcement and Penalties
  • Exchange Regulation of Insider Trading
  • Appendix 18A: Sample Insider Trading Policy

CHAPTER 19. Dividend Declarations, Stock Splits, Treasury Stock, and Repurchase Plans

  • Definition of Dividend
  • Authority and Process of Declaration
  • Notification to Transfer Agent and Others
  • Record, Payment, and “Ex-Dividend” Dates
  • Stock Dividends and Stock Splits
  • Treasury Stock
  • Stock Repurchase Plans
  • Appendix 19A: Sample Board Resolutions Approving Cash Dividend
  • Appendix 19B: Sample Press Release Announcing Dividend
  • Appendix 19C: Sample Board Resolutions Approving Stock Dividend
  • Appendix 19D: Sample Board Resolutions Approving Stock Repurchase Program

CHAPTER 20. Transfer Agents

  • Stock Transfer Agents—Role, Obligations, Laws, and Liability
  • Issuing and Transferring Shares

CHAPTER 21. Corporate Disclosure and Regulation FD

  • Disclosure Coordinator and Disclosure Committee
  • Disclosure Controls and Procedures and the Sarbanes-Oxley Act, Dodd-Frank Act and the JOBS Act
  • “Material” Information
  • Selective Disclosure and Regulation FD
  • Securities Offering Reform
  • “Best Practices” Guidelines
  • Earnings Guidance

CHAPTER 22. Website Disclosure, E-Forums, and Other Electronic Communications

  • Website Disclosure Requirements
  • Website Hyperlinks
  • Up-to-Date Websites .
  • Types of Information Posted CorporateIntranets E-Forums and Other Electronic Communications

CHAPTER 23. Executive Compensation and Related Person Disclosure

  • Overview
  • Compensation Disclosure and Analysis
  • Executive Compensation Tables; Named Executive Officer; Director Compensation; Perquisites; Tabular Disclosure
  • Security Ownership of Certain Beneficial Owners and Management
  • Transactions with Related Persons, Promoters, and Certain Control Persons
  • Corporate Governance
  • Disclosure of Compensation Policies and Risk Management
  • Revisions to the Summary Compensation Table
  • Enhanced Director and Nominee Disclosure
  • Considerations of Diversity in Nominations
  • Disclosure About Company Leadership Structure
  • Expanded Disclosures About Compensation Consultants’ Fees and Services
  • Current Reporting of Voting Results
  • Stock Option Timing
  • Compensation Practices and Disclosure Obligations After the Recession

CHAPTER 24. Corporate Governance Guidelines

  • Basics of Corporate Governance Guidelines
  • Making Guidelines Publicly Available
  • Considerations When Drafting Corporate Governance Guidelines
  • Appendix 24A: Corporate Governance Policy (Annotated Discussion Draft) (September 2010)
  • Exhibit A: Guidelines for Codes of Business Conduct and Ethics

CHAPTER 25. Corporate Governance Listing Standards

  • Applicability
  • Certifications and Written Affirmations
  • Board Composition
  • Board Committees
  • Failure to Comply
  • Appendix 25A: Overview of NYSE and Nasdaq Corporate Governance Rules

CHAPTER 26. Internal Investigations

  • Initiating an Internal Investigation
  • Who Should Conduct the Investigation
  • Conducting the Investigation
  • Conducting Interviews
  • Maintaining Confidentiality and Privilege
  • Reporting the Findings of the Internal Investigation
  • Appendix 26A: Sample Litigation Hold Memorandum

CHAPTER 27. Whistleblower Claims Under Sarbanes-Oxley and Section 21F of the Exchange Act

  • Covered Entities
  • Initiation and Investigation
  • Appealing the Preliminary Decision
  • Alternate Route: Federal District Court
  • Elements of the Employee’s Claim
  • Remedies
  • Criminal Penalties
  • Release of SOX Claims
  • Arbitration of SOX Claims
  • Issue Preclusion
  • Expanding Federal Protection and Whistleblowers Incentives
  • Limiting Liability and Protecting Against Retaliation Claims
  • Appendix 27A: Sample Anti-Retaliation Policy

CHAPTER 28. Document Retention Policies

  • Purpose and Scope
  • Design and Operation
  • e-Discovery

CHAPTER 29. Jumpstart Our Business StartupsAct

  • Initial Public Offerings
  • Emerging Growth Company
  • Private and Exempt Offerings
  • Staying Private Longer
  • Appendix 29A: JOBS Act Regulation

INDEX

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