E-Minders April 2018

In This Issue:

E-Minders is our monthly e-mail newsletter containing the latest developments and practical guidance for corporate & securities law practitioners.

We view TheCorporateCounsel.net as the gathering place for the community and encourage those who may not yet be members to take advantage of a "No-Risk" Trial to see what you are missing. Here are 10 Good Reasons to try us now.

You can subscribe below to receive a complimentary E-Minders subscription - even if you don't subscribe to TheCorporateCounsel.net. Our hope is that once you get to know us, you will understand the true value of a subscription to TheCorporateCounsel.net. Note that subscribers to TheCorporateCounsel.net should sign up below for E-Minders too, as we don't have the e-mail addresses for many people in our community.

Early Bird Registration! Our "Pay Ratio & Proxy Disclosure Conference"

Just two more weeks! We're excited to announce that we have just posted the registration information for our popular conferences - "Pay Ratio & Proxy Disclosure Conference" & "Say-on-Pay Workshop: 15th Annual Executive Compensation Conference" - to be held September 25-26 in San Diego and via Live Nationwide Video Webcast. Here are the agendas - 20 panels over two days.

Early Bird Rates - Act by April 13th: Huge changes are afoot for executive compensation practices with pay ratio disclosures on the horizon. We are doing our part to help you address all these changes - and avoid costly pitfalls - by offering a special early bird discount rate to help you attend these critical conferences (both of the Conferences are bundled together with a single price). So register by April 13th to take advantage of the 20% discount.

Just Launched! Our New "In-House Accelerator"!

If you're relatively new to being in-house - or you want to gain that perspective - take advantage of our new "In-House Accelerator"! This online - and offline - training program is free for members of TheCorporateCounsel.net. In addition to the "In-House Accelerator" paperback (paperback consists of 216 FAQs; here's the "Table of Contents"), there is a series of podcasts & other comprehensive materials covering these four areas:

1. Corporate Governance
2. Proxy Season
3. '34 Act Reporting
4. Other

It's Done: 2018 Executive Compensation Disclosure Treatise

Lynn, Borges & Romanek's "2018 Executive Compensation Disclosure Treatise" has been printed. This edition has a major update to the key chapter on the new SEC's pay ratio rules (now 120 pages long!) & more - this includes the latest pay ratio guidance from the SEC in September. All of the chapters have been posted in our "Treatise Portal" on CompensationStandards.com.

How to Order a Hard-Copy: Remember that a hard copy of the 2018 Treatise is not part of a CompensationStandards.com membership so it must be purchased separately. Act now as this will ensure delivery of this 1650-page comprehensive Treatise soon. Here's the "Detailed Table of Contents" listing the topics so you can get a sense of the Treatise's practical nature. Order Now.

The "Deal U. Workshop" Is On! Our new "Deal U. Workshop" is the perfect way to train those new to working with M&A. Each attendee receives these three critical - and practical - resources:

1. Deal U. Podcasts - Access to nearly 60 podcasts about M&A activities - tailored to those new to this area. Each podcast ranges between 5-10 minutes - for a total of 7 hours in content. Here's a list of the podcast topics.

2. Deal U. Situational Scenarios - Our 30+ situational scenarios - with detailed analyses - will help you fully comprehend many different aspects of deal practice.

3. "Deal Tales" Paperbacks - A Three Volume Set - Education by entertainment! This series of three paperback books teaches the kind of things that you won't learn at conferences, nor in treatises or firm memos. With the set containing over 600 pages, John Jenkins - a 30-year vet of the deal world - brings his humorous M&A stories to bear. Here's the "Table of Contents" for each volume rolled into one.

This is a great way to train those new to your organization. Call Albert Chen at 512.960.4823 for firmwide flat rates or sliding scale rates – and register now on DealLawyers.com.

Section 16 Beginners: Three New Resources: We're excited to announce three new resources for those grappling with Section 16:

1. "Section 16 Tales" – A Section 16 Beginner's Manual – a 200-page paperback – filled with practical stories from in-house practitioners. Includes the "soft stuff" – practical guidance not found in the rules. Here's a list of the 16 chapters in this paperback.

2. "Section 16 Bootcamp" – A combination of three resources for Section 16 beginners, including 13 online videos, copy of the "Section 16 Tales" paperback & the ability to attend a Section 16 Forum.

3. "Section 16 Forums" – A one-day event for all Section 16 practitioners – not just beginners – facilitating education & networking among your peers – one will be held on each coast, each year.

It's Done! 2018 Edition of Romanek's "Proxy Season Disclosure Treatise": Broc Romanek has wrapped up the 2018 Edition of the definitive guidance on proxy season disclosure and it's been printed: Romanek's "Proxy Season Disclosure Treatise & Reporting Guide"." With over 1650 pages–spanning 33 chapters–you will need this practical guidance for the challenges ahead. Here's the "Detailed Table of Contents" listing the topics so you can get a sense of the Treatise's practical nature. Order on TheCorporateCounsel.net.

It's Done! 2018 Edition of Romanek's "In-House Essentials Treatise": Broc Romanek has wrapped up the 2018 Edition of the definitive guidance on securities law for the in-house lawyer and it has been printed: Romanek's "In-House Essentials Treatise." With over 1800 pages–spanning 21 chapters–you will need this practical guidance for the challenges ahead. Here's the "Detailed Table of Contents" listing the topics so you can get a sense of the Treatise's practical nature. Order on TheCorporateCounsel.net.

New! "Deal Tales" - A Three Volume Set! Education by entertainment! This "Deal Tales" series of three paperback books teaches the kind of things that you won't learn at conferences, nor in treatises or firm memos. Here's the "Table of Contents" for each volume rolled into one. With the set containing over 600 pages, John Jenkins - a 30-year vet of the deal world - brings his humorous M&A stories to bear. Order "Deal Tales" today!

Upcoming Webcasts on TheCorporateCounsel.net: Join us on April 26th for the webcast - "The Latest on ICOs/Token Deals" - to hear Pillsbury's Daniel Budofsky, Morrison & Foerster's Susan Gault-Brown, Hunton Andrews Kurth's Scott Kimpel and Smith Anderson's Margaret Rosenfeld discuss the dizzying pace of developments with initial coin offerings and token deals.

And join us on June 13th for the webcast - "D&O Insurance Today" - to hear Holland & Knight's Tom Bentz, D&O Diary's Kevin LaCroix, Simpson Thacher's Joe McLaughlin and Pat Villareal discuss all the latest in the D&O insurance area.

And join us on July 17th for the webcast - "Insider Trading Policies & Rule 10b5-1 Plans" - to hear Weil Gotshal's Howard Dicker, Hogan Lovells' Alan Dye, Dorsey & Whitney's Cam Hoang and Cooley's Nancy Wojtas talk about the nuts & bolts - and the latest developments - for insider trading policies and Rule 10b5-1 plans.

And join us on September 6th for the webcast - "Nasdaq Speaks: Latest Developments & Interpretations" - to hear senior Nasdaq Staffers Arnold Golub, Lisa Roberts, David Strandberg and Nikolai Utochkin discuss all the latest that Nasdaq-companies need to know.

And join us on October 16th for the webcast - "Proxy Solicitation: Nuts & Bolts" - to hear Morrow Sodali's Tom Ball, Strategic Governance Advisors' Kim Castellino, Kingsdale Advisors' Lydia Mulyk and Alliance Advisors' Reid Pearson discuss the art of proxy solicitation in this activism-heightened world.

There is no cost for these webcasts if you are a member of TheCorporateCounsel.net. If you are not a member, take advantage of our no-risk trial to access the programs. You can sign up for thisno-risk trial online, send us an email at info@thecorporatecounsel.net - or call us at 925.685.5111.

Upcoming Webcasts on DealLawyers.com: Join us on May 16th for the webcast - "M&A Stories: Practical Guidance (Enjoyably Digested)" - to hear DealLawyers.com's John Jenkins, Cleary Gottlieb's Glenn McGrory, Haynes and Boone's Bill Nelson and Sullivan & Cromwell's Melissa Sawyer give practice pointers as they tell their deal tales.

And join us on July 18th for the webcast - "Retaining Key Employees in a Deal" - to hear Morgan Lewis' Jeanie Cogill, Hunton Andrews Kurth's Tony Eppert and Proskauer's Josh Miller to learn how executive pay arrangements in M&A has evolved, from golden parachutes to retention bonuses and more.

And join us on September 18th for the webcast - "Blockchain in M&A" - to hear Potter Anderson's Chris Kelly, Matt O'Toole and Mike Reilly discuss how blockchain impacts deals.

No registration is necessary - and there is no cost - for these webcasts for DealLawyers.com members. If you are not a member, take advantage of our no-risk trial to access the programs. You can sign up online, send us an email at info@deallawyers.com - or call us at 925.685.5111.

Upcoming Webcast on CompensationStandards.com: Join us on June 28th for the webcast - "Proxy Season Post-Mortem: The Latest Compensation Disclosures" - to hear Mark Borges of Compensia, Dave Lynn of CompensationStandards.com and Jenner & Block, and Ron Mueller of Gibson Dunn analyze what was (and what was not) disclosed this proxy season.

Corp Fin Comments: Levels Dropping Significantly?

Shortly after his confirmation, SEC Chair Jay Clayton promised that the agency was "open for business." This recent memo from Orrick's Ed Batts says that Corp Fin seems committed to making that slogan a reality. This excerpt summarizes some notable efforts to streamline the Staff's processes:

- The most significant development is the dramatic shift in receptiveness for waivers for audited financial statements where the production may be burdensome but not clearly material to investors. Such waivers are being granted specifically with respect to financial statements in cases of marginal significance tests or where fully audited financials would involve significant cost but not necessarily provide substantial incremental useful information.

- In addition, the Staff continue to emphasize eligibility for all filers (and not just "emerging growth companies" under the JOBS Act) to take advantage of confidential preliminary registration statements for IPOs as well as follow-on offerings occurring within one year of IPO.

- The number of Staff comments issued upon review of registration statements have declined significantly, in an effort toward a speedier path to encourage use of public markets.

Form DRS: Gets a "Check the Box"

In mid-March, the SEC posted its updated "Edgar Filer Manual. "The most notable change is the addition of "check the box" language to the cover page of Form DRS and DRS/A. Filers of draft registration statements will now be required to check a box to indicate their status as an "Emerging Growth Company" - and to indicate whether they are opting out of the extended transition period for complying with any new or revised financial accounting standards.

ICOs: 1st S-1 is Here - Well, Kind of. . .

In a milestone of sorts, the first Form S-1 for a coin offering was filed last week by a company called "The Praetorian Group." I flipped through it, and it's . . . interesting. Here's a take on the filing from Bloomberg's Matt Levine:

"The Praetorian Group filed what appears to be the first initial coin offering (ICO) registering tokens with the SEC," reports Renaissance Capital. Here is the registration statement, and I am sorry to say that it is full of firsts. For instance, this is the first time I have seen this sort of disclaimer in a prospectus for a securities offering:

To the maximum extent permitted by the applicable laws, regulations and rules the Company and/or the Distributor shall not be liable for any indirect, special, incidental, consequential, or other losses of any kind, in tort, contract, tax or otherwise (including but not limited to loss of revenue, income or profits, and loss of use or data), arising out of or in connection with any acceptance of or reliance on this Prospectus or any part thereof by you.

Nope nope nope nope nope nope nope! That is not how a prospectus works! The way a prospectus works is, you write it, and your lawyers read it and make sure it's right, and then you deliver it to investors so that they can rely on it. That's the whole point. You don't just hand the investors some random scribblings and say "here's some stuff but definitely don't rely on it." Come on.

Yeah. Might draw a comment on that one. The prospectus goes on to disclaim any "representation, warranty or undertaking in relation to the truth, accuracy, and completeness of any of the information set out in this Prospectus" - which is another thing I'm sure the Staff will be totally cool with.

The registration statement's also missing a few items - like signatures, exhibits, undertakings (basically all of Part II), for starters. Thanks to Hunton & Williams' Scott Kimpel for tipping us off to this filing!

ICOs: SEC "Drops a Dime" to Thwart Sketchy Deals

You can't accuse the SEC of not making use of all available technologies to protect investors - even if some of those technologies originated in the 19th century. Check out the excerpt from this BTC Manager article on how the SEC is using the telephone to put the kibosh on sketchy token offerings before they hit the street:

Well, counter-intuitive as it may seem, the agency is actually showing a preference for the good old telephone over other state-of-the-art technologies to ward off shady ICOs. Before we delve into the details, let's first take a step back and revisit the fact that the Wall Street's main regulator has issued multiple warnings time and again urging crypto enthusiasts to steer clear of legally sketchy ICOs no matter how compelling the propositions seem.

Jay Clayton, Chairperson at the SEC, even went as far as saying that crooks were busy harnessing blockchain and the ever-expanding crypto market to pull off serious scams that are as old as the market itself is. That is, to project an asset as the "next best thing" and then selling it once a good amount of "dumb money" pours in.

So how does the SEC use the telephone to deter the bad guys in the fast-growing realm of ICOs?

Apparently, the modus operandi is pretty simple. The folks over at SEC just pick up the telephone and call up the people behind individual ICOs. And believe it or not, the strategy has paid off. According to a key SEC official, over a dozen of cryptocurrency-related companies have abandoned their plans to raise fund from investors after they were contacted by the agency over the telephone.

Score one for us Luddites. We bet they even used a landline.

SEC Staff's Guidance on Cryptocurrency Exchanges

In early March, the SEC's Enforcement Division and Division of Trading and Markets issued a joint statement over cryptocurrency exchanges. The statement is the latest effort by the SEC to address potentially fraudulent or manipulative behavior in the burgeoning market for ICOs and token deals - it's both an informational document for investors using online trading platforms and a warning to operators of those platforms that the SEC is scrutinizing their activities. We're posting memos about this in our "Blockchain" Practice Area...

Shareholder Proposals: Chevedden's First "Notice of Exempt Solicitation"

The battle over the right to call special meetings intensifies. Here's an excerpt from this Gibson Dunn memo:

Each year some public pension funds and other institutional shareholders voluntarily file with a Notice of Exempt Solicitation with the SEC under Exchange Act Rule 14a-6(g). This rule requires a person who owns more than $5 million of a company's securities and who conducts an exempt solicitation of the company's shareholders (in which the person does not seek to have proxies granted to them) to file with the SEC all written materials used in the solicitation. However, these funds also file these Notices, which appear on Edgar as "PX14A6G" filings, typically to respond to a company's statement in opposition to a shareholder proposal included in the proxy statement or to otherwise encourage (but not solicit proxies from) shareholders to vote a specific way on shareholder proposals, say on pay proposals and in "vote no" campaigns.

In a new twist, this week John Chevedden (the most prolific individual shareholder proponent given that he submits them in his own name and by using "proposal by proxy" to submit proposals for other shareholders) filed his first "Notice of Exempt Solicitation." Chevedden's Notice addresses a proposal included in the AES Corp. proxy materials to ratify the company's existing 25% special meeting ownership threshold. The SEC staff previously concurred that AES could exclude from its proxy materials Chevedden's shareholder proposal requesting a 10% special meeting threshold pursuant to Rule 14a-8(i)(9) because the company's ratification proposal and the shareholder proposal conflicted. See The AES Corp. (avail. Dec. 19, 2017).

"Special Meeting" Shareholder Proposals: Exclusion Still Allowed (But With a Twist)

Recently, we've blogged about CII's angst over Corp Fin's recent no-action decision allowing AES Corp to exclude a shareholder proposal on the threshold required for investors to call a special meeting.

Since then Corp Fin has followed it's AES approach - but with a significant twist. Here's an excerpt from this blog by Keith Higgins (also see this Cooley blog):

More requests to exclude special meeting proposals such as the one in AES Corp have come in, and the Division's approach remains essentially the same, recently though with a significant twist. In a letter to Capital One (2/21/18), the Division agreed that the company, which proposed to ratify its existing special meeting bylaw, could omit a shareholder proposal to lower the threshold to call a shareholder meeting from 25 percent to 10 percent, provided that the company's proxy statement discloses:

- that the company has omitted a shareholder proposal to lower the ownership threshold for calling a special meeting,
- that the company believes a vote in favor of ratification is tantamount to a vote against a proposal lowering the threshold,
- the impact on the special meeting threshold, if any, if ratification is not received, and
- the company's expected course of action, if ratification is not received.

The Division based its conditions on Rule 14a-9, suggesting that it believes a proxy statement with a ratification proposal that does not provide the required context in which shareholders are being asked to vote for ratification would be materially misleading.

Shareholder Proposals: Lobbying

As noted in this press release, corporate lobbying disclosure remains a top shareholder proposal topic. A coalition of more than 70 investors have filed proposals at 50 companies asking for lobbying reports that include federal and state lobbying payments, payments to trade associations used for lobbying and payments to any tax-exempt organization that writes and endorses model legislation.

And as reflected in this no-action response to Citi, Corp Fin doesn't seem to be interpreting its "economic relevance/(i)(5)" guidance under Staff Legal Bulletin #14I to allow exclusion of these proposals...

"Fix-It" Proposals: They're Baaaaccck!

As Broc blogged several times last year (here's the latest), "fix-it" proposals - shareholder proposals seeking changes to proxy access bylaws - were a hot topic last proxy season. This recent blog from Cooley's Cydney Posner says that they're front & center again in 2018.

After much back & forth, it appeared that by the end of last proxy season the no-action letter process had charted a course that would allow proponents to avoiding exclusion of fix-it proposals on the basis of substantial implementation. As this excerpt notes, fix-it proponents are back this year - & they're following that course:

The SEC Staff took a uniform no-action position allowing exclusion of these fix-it proposals. But the proponents were persistent and, in 2017, submitted to H&R Block a different formulation of a fix-it proposal that requested only one change - elimination of the cap on shareholder aggregation to achieve the 3% eligibility threshold, as opposed to simply raising the cap to a higher number.

This time, the Staff rejected H&R Block's no-action request. In essence, it appears that the Staff believes that a lower cap on aggregation could "substantially implement" a higher cap, but the removal of a cap entirely is a different animal that could not be substantially implemented by the lower cap. This proxy season, the proponents have latched onto-and even expanded-the new formulation and have continued to find success in preventing exclusion.

For example, in BorgWarner (2/9/18), John Chevedden submitted a proposal requesting elimination of the cap on aggregation of shareholders to satisfy the 3% minimum ownership threshold, as well as changing the minimum number of proxy-access candidates to two, if the board size is under 12, and three if it is over 12. (The proposal doesn't address the 12-person board.) In this instance, the company's existing aggregation cap was 25, and the existing number of directors that could be nominated through proxy access was the greater of 20% of directors in office or two.

Chevedden & Harrington Investments submitted a similar proposal to Alaska Airlines. In both cases, the Corp Fin Staff rejected arguments that the proposals could be excluded on the basis that they had been substantially implemented.

Virtual Meetings: Not "Ordinary Business"

During this proxy season, we've blogged a few times about the campaign to stop companies from holding virtual-only annual meetings. As noted in this blog, some companies decided to heed the campaign and announced that they would hold a hybrid meeting instead of a virtual-only.

And this blog announced that the nuns would participate as proponents in the campaign, urging in their shareholder proposals that the topic of virtual-only meetings has become so important as a governance topic that it should no longer be considered "ordinary business" under Rule 14a-8(i)(7). Corp Fin has now issued a response to one of these no-action letter requests - this one to Comcast - and has determined that the topic is still "ordinary business." And so Comcast can exclude the shareholder proposal...

Rule 701: A Rare SEC Enforcement Action

As noted in the memos posted in our "Rule 701" Practice Area, the SEC recently brought an enforcement case to enforce the $5 million limit in that rule. Here's the intro from this Steve Quinlivan blog:

Subject to its limits, Rule 701 permits non-reporting companies to grant employees equity without registration under the Securities Act of 1933. One component of Rule 701 requires certain disclosure materials to be delivered to employees if the aggregate sales price or amount of securities sold during any consecutive 12-month period exceeds $5 million. Rule 701 provides that for options to purchase securities, the aggregate sales price is determined when an option grant is made (without regard to when the option becomes exercisable).

In a settled enforcement action, the SEC alleged Credit Karma, which the SEC describes as a "pre-IPO internet-based financial technology company headquartered in San Francisco, California", blew through the $5 million disclosure limit. Specifically, the SEC alleged "From October 2014 to September 2015, Credit Karma issued approximately $13.8 million in stock options to its employees " and "failed to comply with the disclosure requirements of Rule 701, even though senior executives were aware of Rule 701".

Our New Checklist: Board Oversight in the #MeToo Era

Over the past several months, media reports involving high profile sexual misconduct & abuse of power by politicians, celebrities, CEOs and other corporate leaders have brought the issue of sexual harassment to the top of the cultural agenda - and placed it prominently on the agenda of boards as well.

We're posting resources for this emerging area in our "Board Duties" Practice Area - including our own checklist on board oversight of sexual harassment policies. It's seven pages - check it out!

CII: How Boards Should Combat Sexual Harassment

One of the biggest reasons that oversight of sexual harassment policies has become a priority for boards is that it's also become a priority for shareholders. The recent experiences of the Weinstein Company, Wynn Resorts & others have demonstrated that high-profile allegations of sexual misconduct by executives can have a potentially devastating effect on shareholder value - and even threaten the viability of the business itself.

Reflecting rising investor concerns in this area, the Council of Institutional Investors has released a new report that provides boards with advice on how to mitigate the risk of sexual harassment. The report details practical steps that cover five key areas: personnel, board composition, policies and procedures, training and diversity.

The Financial Printer Diaries: Tales of an Era Gone By - Part 4

Below is Part 4 of a collection of memories from members about working at the printers (here's Part 1; Part 2; and Part 3). Please keep them coming and we will only blog them if you give me permission - you can determine whether you want attribution or anonymity:

- Chris Chaffin notes: I started at Vinson & Elkins in Houston in 1995 right as the markets started picking up again. The "Corporate & Securities" section seemed perpetually understaffed so we were thrown right into the fire as first-years. The Spring of my first year, I started dating my eventual wife of now 19 years. After our first date, I told her "I don't know when I will see you again" which she didn't understand. I meant of course "well, I'm always at the printer, so I don't know."

I was then stuck at the printer and talking about it with one of the salesmen and he suggested that he could order in some really nice food at the printer and I should invite her to dine at the printer. So, I called her up and invited her to a "private" dinner in the corner of the Bowne dining room. Bowne brought in some really nice Italian food with sumptuous desserts and we had a "dinner date" right there at the printer. The rest is history - three beautiful children and we still laugh about our early date at the printer.

- My first night at the printer in 1987 spent proofing, correcting, redrafting, etc. For dinner, I was given a credit card and told to enjoy at the Old Homestead downtown. When I returned, the invoice was examined and it was determined that I had not eaten (or spent) enough, and lobster tails, shrimps and steaks were summarily ordered in. In those days, that was the norm.

- My favorite printer moment was a particularly protracted filing (several days shuttling between the printer and a downtown hotel) - one evening upon submission of hundreds of pages of changes, with time to kill until the turnaround would be complete - traveling uptown to the Beacon Theatre to catch one of the performances of the Allman Brothers during their annual run in March, and thence returning to the Printer to complete the proofing and filing of the documents by morning. All-in-all, a very satisfactory experience.

- In 1986, I was a first year associate at a large prestigious law firm and sent to the printer in Houston for a large bond deal. They had just converted to the computer typesetting and were busy bragging to the attorneys and bankers about how great their system was. About 3 AM, we received what we hoped was the final draft of the indenture to put into the filing package. Turns out that their fancy new system had dropped every "y" in the document. They were horrified. Eventually it was fixed and we had to re-slug a long document. At least I got a few good meals and tickets to the NBA Finals out of it.

- Kent Shafer of Miller Canfield: When I was a kid, I worked part time proofreading for the printer on the next block, which did calendars, advertising fliers, and so on. It was a hot, filthy, noisy place - linotype machines clacking, ink on the floor, and acrid smoke in the air. Shortly after joining our firm, a senior partner dispatched me to "the printer" in New York (Pandick). Having worked at a printer before, I thought I knew what to expect. I was wrong. I will always remember being shown into that elegant, mahogany filled room, with a cheerful fire burning in the fireplace, and being served coffee in a china cup by a uniformed waitress wearing a white apron.

March-April Issue: Deal Lawyers Print Newsletter

This March-April issue of the Deal Lawyers print newsletter was just posted - & also mailed - and includes articles on (try a no-risk trial):

- Tax Reform's Impact on Private Equity & M&A
- Delaware Supreme Court Reverses Controversial Dell Appraisal Ruling
- All Merger Side Letters Must Now Be Included in HSR Filings
- California Law Provides Private Company Dissolution Alternatives

Remember that - as a "thank you" to those that subscribe to both DealLawyers.com & our Deal Lawyers print newsletter - we are making all issues of the Deal Lawyers print newsletter available online. There is a big blue tab called "Back Issues" near the top of DealLawyers.com - 2nd from the end of the row of tabs. This tab leads to all of our issues, including the most recent one.

And a bonus is that even if only one person in your firm is a subscriber to the Deal Lawyers print newsletter, anyone who has access to DealLawyers.com will be able to gain access to the Deal Lawyers print newsletter. For example, if your firm has a firmwide license to DealLawyers.com - and only one person subscribes to the print newsletter - everybody in your firm will be able to access the online issues of the print newsletter. That is real value. Here are FAQs about the Deal Lawyers print newsletter including how to access the issues online.

More on "The Mentor Blog"

We continue to post new items daily on our blog - "The Mentor Blog" - for TheCorporateCounsel.net members. Members can sign up to get that blog pushed out to them via email whenever there is a new entry by simply inputting their email address on the left side of that blog. Here are some of the latest entries:

- Who Administers Political Spending Policies?
- Energy & Utility Company Governance Issues
- E&S: Sifting Through the Raters Quagmire
- Toll-Free Numbers for Earnings Calls?
- Reg A+: Many are Called, But Few are Chosen

More on "Proxy Season Blog"

We continue to post new items daily on our blog - "Proxy Season Blog" - for TheCorporateCounsel.net members. Members can sign up to get that blog pushed out to them via email whenever there is a new entry by simply inputting their email address on the left side of that blog. Here are some of the latest entries:

- Shareholder Proposals: Trends
- How Do You Count a Multi-Day Board Meeting?
- Shareholder Proposals: 1st "Economic Relevance" Exclusion Since New Guidance
- Shareholder Proposals: CII Jumps Into "Special Meeting" Conflicts Fray
- Shareholder Proposals: No Exclusion for "Independent Chairs & NYSE Standards"

People: Who's Doing What & Where

Comment Letters to the SEC - Having Fun: For a diversion from your billables, probably the next best thing to reading this blog is perusing the comments submitted to the SEC on various rulemakings. It isn't too hard to find some written from the couch. For example, in this comment letter, there are harsh words for the SEC from the Mayor of Forest Hills Borough, Pennsylvania (assuming it's not an impersonation which might be easy to accomplish).

By the way, we do have a nifty checklist about how to craft an effective comment letter to the SEC from Jay Knight of Bass Berry posted in our "Checklists Library." Please contact me if you would like to contribute a checklist. They are very popular...

Roger Schwall Retires: In Corp Fin, long-time Assistant Director of Office of Natural Resources (AD4) Roger Schwall has retired.

Conference Calendar

What's New on Our Websites

Among other new additions, during the last month we have:

Your Input, Please

Please let us know what you like - and don't like - so we can tailor TheCorporateCounsel.net to be more of a hands-on resource for you and your colleagues.

Because we view TheCorporateCounsel.net as a "community" site, let us know if you would like to contribute content to our site. E-mail comments, suggestions and other input to broc.romanek@thecorporatecounsel.net.

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