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
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