Product Description

The 2010 Handbook for Preparing SEC Annual Reports and Proxy Statements is an excellent sourcebook for all those who have responsibility for preparing and reviewing the following annual disclosure documents for public companies: the annual report on Form 10-K, the annual meeting proxy statement and the annual report to shareholders.

In addition to a comprehensive analysis of the various rules and forms that apply to these documents, this book contains practical guidance based on our own experiences and those of our colleagues in representing various public companies over the years. Where appropriate, we have referenced informal SEC guidance from its Interpretive Releases and its Division of Corporation Finance’s Compliance and Disclosure Interpretations.

Various examples have been included to assist you in complying with the complicated federal securities laws and preparing proper disclosure. The authors have also highlighted where relevant the interplay among the SEC rules and those of the national securities exchanges and state corporate law. The focus of this book is on U.S. issuers that are subject to Regulation S-K and not smaller reporting companies under Rule 12b-2 of the Securities Exchange Act of 1934.

2010 Handbook for Preparing SEC Annual Reports and Proxy Statements

Product Description
updated title offers an in-depth guide to the preparation of annual disclosure documents required by the Exchange Act and SEC regulations. Coverage focuses on issues related to Form 10-Ks, proxy statements and annual reports to shareholders, including recent developments as a result of the Sarbanes-Oxley Act of 2002. Contents include:

A synopsis of recent developments affecting preparation of Annual disclosure documents
A synopsis of proposed changes
Electronic filing under EDGAR
Using the safe harbor for forward-looking statements
Guide to preparing Form 10K
Guide to preparing Proxy Statements
Preparing the Annual Report to Shareholders

2006 Handbook for Preparing SEC Annual Reports and Proxy Statements

Product Description
The 2007 proxy season was impacted by significant new disclosure requirements for executive and director compensation, related party transactions, director independence and other governance matters. Although the 2008 proxy season should be less burdensome, new guidance from the SEC along with a few new rules will impact preparations for 2008 annual meetings. Executive compensation will continue to be the main focus for 2008 annual meeting disclosures. During 2007, several hundred companies received comment letters from the SEC regarding their executive compensation and related disclosures, and in October 2007, the SEC reported that it had completed its review of such disclosures of over 350 public companies.

The SEC noted that two principal themes emerged from this review. First, the Compensation Discussion and Analysis needs to be focused on how and why a company arrives at specific executive compensation decisions and policies. Second, the SEC staff wants improvement in how compensation disclosures are presented, including the use of plain English and improved organizational techniques such as the use of executive summaries and tables and charts.

In addition, under the SECs new e-proxy rules, large accelerated filers will need to determine whether to proceed with delivery under the notice and access model, which will mean new disclosures and new deadlines for completion of their proxy statement. New rules and interpretive guidance regarding managements report on internal control over financial reporting will also require careful scrutiny. Finally, companies will want to carefully scrutinize shareholder proposals in light of the SECs November 2007 amendment to Rule 14a-8(i)(8). This amendment clarifies that companies may omit from their proxy materials any proposal that relates to a nomination or an election for membership on the companys board of directors or a procedure for such nomination or election

2008 Handbook for Preparing SEC Annual Reports and Proxy Statements

Product Description
In today’s corporate governance environment, it is absolutely essential that those who prepare proxy and information statements comply with rules set forth by the SEC. Increased regulation and scrutiny can lead to severe penalties. “Guide to Preparing Proxy & Information Statements” is a comprehensive compliance guide designed to provide practical assistance with the preparation of proxy statements. This practical resource includes: numerous real-life proxy statements so you can follow others successes; clear explanations of all required documents from the SEC and other sources; insights into the information required to be disclosed by Schedule 14A; complete coverage of required Regulation S-K items; SEC Staff reviews of proxy materials; and stock exchange proxy requirements. This definitive single-source work covers all important disclosure topics, including: disclosures concerning nominating committees, audit committees, and compensation committees; disclosures concerning compensation of directors and officers; disclosures about employee compensation and incentive plans; management internal control reports; disclosures concerning mergers and acquisitions; disclosures about tender offers and so-called going-private transactions; information to be included in annual reports to security holders; and requirements of small business issuers. “Guide to Preparing Proxy & Information Statements” stands out as the only single-source research tool that assembles (and, where necessary, edits, excerpts, clarifies, interprets, or summarizes) the information and disclosure requirements from all sources and presents them in an integrated and organized manner.

Guide to Preparing Proxy & Information Statements

Product Description
Nearly every day, an individual investor will approach his or her financial adviser for advice on a nontraditional “deal,” delivering a prospectus, proxy statement, offering memorandum, or even term sheets. The advisers unenviable task is to sift through these massive documents to get the facts: which parties are taking which risks and receiving which benefits. Many times, these are not polished IPO prospectuses offered through brokers, but are more obscure investments that might contain contractual preferences for promoters, insiders, agents, or lenders. Such preferences can adversely affect the returns to an investor, even if the venture is wildly successful. This book is a reference tool designed to assist financial planners, financial consultants, licensed brokers, accountants, tax and estate attorneys, and other financial advisers in evaluating nontraditional investment materials, versus more traditional texts that are aimed at aiding professionals in drafting investment materials. It is also a valuable guide for investors themselves, who are seeking to enhance their portfolios by investing in nontraditional “deals,” either private or public.

Understanding and Evaluating Prospectuses, Offering Documents, and Proxy Statements