Practical Guide to SEC Proxy and Compensation Rules, Third Edition »

Written by leading authorities, the Third Edition of A Practical Guide to SEC Proxy and Compensation Rules provides expert analysis and valuable tips and pointers on everything you need to know to master the proxy process and ensure compliance with the SEC's rules. You get comprehensive guidance on such essential issues as:

• Provisions of the Sarbanes-Oxley Act of 2002 impacting executive compensation, proxy disclosures and audit committees.
• Preparing the executive compensation tables and compensation committee report — plus examples and the full text reports of seven companies
• Explanations of the FASB rules on accounting for stock options
• Discussions on the requirements necessary to ensure the tax deductibility of executive compensation under IRC Section 162(m)
• Descriptions of the disclosure requirements for a company seeking shareholder approval of certain employee benefit plans
• Analysis of institutional activism under the proxy rules
• And much more.Insightful analysis throughout this guide of how companies have responded to the SEC regulations and on the positions taken by the SEC will help you prepare day-to-day disclosures as well as long-range plans. Valuable appendixes contain SEC and DOL releases, rules and regulations.

PART I—EXECUTIVE COMPENSATION

• AN OVERVIEW OF THE EXECUTIVE COMPENSATION AND DISCLOSURE RULES
• PREPARING THE EXECUTIVE COMPENSATION TABLES
• THE COMPENSATION DISCUSSION AND ANALYSIS
• ACCOUNTING FOR STOCK-BASED COMPENSATION
• RULES APPLICABLE TO NONQUALIFIED DEFERRED COMPENSATION
• EXECUTIVE COMPENSATION DISCLOSURE UNDER INTERNAL REVENUE CODE SECTION 162(m)
• SPECIAL CONSIDERATIONS IN ADOPTING AND AMENDING EMPLOYEE STOCK PLANS

PART II—PROXY RULES

• AN OVERVIEW OF THE PROXY SOLICITATION RULES
• THE SHAREHOLDER COMMUNICATIONS PROXY RULES AND THEIR PRACTICAL EFFECT ON SHAREHOLDER ACTIVISM AND PROXY CONTESTS
• “STREET NAME” REGISTRATION & THE PROXY SOLICITATION PROCESS
• DISCLOSURE OF RELATED PERSON TRANSACTION
• DIRECTOR INDEPENDENCE REQUIREMENTS
• AUDIT COMMITTEE DISCLOSURE
• THE SHAREHOLDER PROPOSAL PROCESS
• ELECTRONIC COMMUNICATIONS AND VOTING

APPENDICES

INDEX