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A Practical Guide to SEC Proxy and Compensation Rules, Fourth Edition

A Practical Guide to SEC Proxy and Compensation Rules, Fourth Edition is designed to meet the special needs of corporate officers and other professionals who must understand the latest changes in shareholder communication rules including comprehensive analysis of the SEC's recently revised executive compensation disclosure rules and discusses the increase of shareholder activism. This comprehensive resource helps professionals manage every aspect of the proxy process and comply with the latest SEC rules. It covers common issues as well as unexpected situations.

Leading SEC proxy and compensation experts from around the country analyze executive compensation tables and proxy disclosure and procedural requirements, executive compensation under IRC Section 162(m), and more. The guide is an excellent resource for preparing day-to-day disclosures as well as making long-range plans that comply with regulations and positions taken by the SEC.

Organized for quick, easy access to all the important issues and areas likely to be encountered, this book includes:

• Detailed discussion of the Compensation Disclosure and Analysis section, now required to accompany the executive compensation disclosures tables;

• Nonqualified deferred compensation in light of changes to Section 409A of the Internal Revenue Code and the new regulations adopted under that section;

• Director independence determinations;

• Related person transactions in light of the SEC amendments to Item 404 of Regulation S-K;

• Discussion of the shareholder proposal process to reflect the changing practices and SEC interpretations in this area;

• Electronic communications and voting to reflect the SEC recently adopted e-proxy rules.

Benefits and Features
Includes comprehensive indices that include full or selected text of relevant rules, regulations, SEC releases, exchange listing requirements and other important materials.

Table of Contents
PART 1—EXECUTIVE COMPENSATION

Chapter 1—An Overview of the Executive Compensation and Disclosure Rules
Chapter 2—Preparing the Executive Compensation Tables
Chapter 3—The Compensation Discussion and Analysis
Chapter 4—Accounting for Stock-based Compensation
Chapter 5—Rules Applicable to Nonqualified Deferred Compensation
Chapter 6—Executive Compensation Disclosure under Internal Revenue Code Section 162(m)
Chapter 7-Special Considerations in Adopting and Amending Employee Stock Plans

PART II—PROXY RULES

Chapter 8—An Overview of the Proxy Solicitation Rules
Chapter 9—The Shareholder Communications Proxy Rules and Their Practical Effect on Shareholder Activism and Proxy Contests
Chapter 10—“Street Name” Registration & the Proxy Solicitation Process
Chapter 11—Disclosure of Related Person Transaction
Chapter 12—Director Independence Requirements
Chapter 13—Audit CommitteeDisclosure
Chapter 14—The Shareholder Proposal Process

APPENDICES