| 目录 |
| | Volume One | |
| | Update from the Division of Corporate Finance | 119 |
| 1. | Implementing Dodd-Frank Wall Street Reform and Consumer Protection Act--Upcoming Activity / Submitted by Meredith B. Cross | 121 |
| | Dealing with Challenging Corporate Problems: Hypothetical Scenarios | 131 |
| 2. | Do You Have a Duty to Update Forward-Looking Statements? Well, that Depends / Nicki Locker, Chrissy Fillip | 133 |
| 3. | Five Practical Tips for Protecting Your Company in the New Era of Whistleblowing / Lee Cunningham, Submitted by: Nicki Locker | 143 |
| 4. | Selected Recent Developments in U.S. Securities Laws and Corporate Finance / John F. Olson, Jonathan C. Dickey, Stephen I. Glover, Brian J. Lane, Bradford P. Weirick, Ronald O. Mueller, Scott J. Calfas, Amy L. Goodman, James J. Moloney, Paul J. Collins, Gillian McPhee, Peter W. Wardle, Ari B. Lanin, Elizabeth Ising | 149 |
| 5. | SEC Adopts Final Rules Implementing Whistleblower Provisions of Dodd-Frank / Submitted by John F. Olson | 299 |
| 6. | U.S. Securities and Exchange Commission Litigation Release No. 21703, Accounting Auditing Enforcement Release No. 3199, Securities and Exchange Commission v. Office Depot Inc., Civ. Action No. 9:10-CV-81239 (S.D. Fla. Oct. 21, 2010), SEC Charges Office Depot with Improper Disclosures to Analysts / Submitted by John F. Olson | 311 |
| 7. | In the Matter of Stephen A. Odland, Release No. 63153/October 21, 2010, Order Instituting Cease-and-Desist Proceedings Pursuant to Section 21 C of the Securities and Exchange Act of 1934, Making Findings, and Imposing a Cease-and-Desist Order / Submitted by John F. Olson | 317 |
| | Capital Markets in 2012 | 327 |
| 8. | Capital Markets Regulatory Developments / David M. Lynn | 329 |
| 9. | Developments in the Regulation of Credit Ratings and Their Effects on Capital Markets Practices / David B.H. Martin, Matthew C. Franker | 397 |
| | Disclosure and Compensation Challenges | 423 |
| 10. | Disclosure and Compensation Challenges / Submitted by Mark A. Borges | 425 |
| 11. | SEC Initiates Rulemaking for Compensation Committee/Committee Adviser Independence Standards / Submitted by Mark A. Borges | 433 |
| 12. | MD&A Risk-Related Disclosures in 2011 / Catherine T. Dixon | 441 |
| 13. | Experience with the Dodd-Frank Compensation Requirements / Martin P. Dunn | 473 |
| 14. | Securities Law Disclosure After Sarbanes-Oxley and Dodd-Frank / Herbert S. Wander | 493 |
| | Keynote Address | 921 |
| 15. | The PCAOB's Policy Agenda to Enhance the Relevance, Credibility and Transparency of Audits / James R. Doty | 923 |
| 16. | Concept Release on Auditor Independence and Audit Firm Rotation; Notice of Roundtable, PCAOB Release No. 2011-006, August 16, 2011, PCAOB Rulemaking Docket Matter No. 37 / Submitted by James R. Doty | 931 |
| | View from the General Counsel's Office | 973 |
| 17. | Foreign Private Issuers in the U.S.--The View from Germany / Peter Y. Solmssen | 975 |
| 18. | A Closer Look at Negative Say-On-Pay Votes During the 2011 Proxy Season, Director Notes, The Conference Board, July 2011 / Submitted by Brett A. Pletcher | 985 |
| 19. | Say On Pay in the 2011 Proxy Season: Lessons Learned and Coming Attractions for U.S. Public Companies, Director Notes, The Conference Board, July 2011 / Submitted by Brett A. Pletcher | 997 |
| 20. | Shareholders Have Their Say on Pay, but What Exactly Are They Saying? The Advisor, July 2011 / Submitted by Brett A. Pletcher | 1011 |
| 21. | Shareholders Have Their Say on Pay, but What Are the Proxy Firms Saying? The Advisor, August 2011 / Submitted by Brett A. Pletcher | 1023 |
| 22. | Say on Pay So Far, The Harvard Law School Forum on Corporate Governance and Financial Regulation, Posted by Jeremy L. Goldstein, Wachtell, Lipton, Rosen & Katz, on May 24, 2011 / Submitted by Brett A. Pletcher | 1033 |
| 23. | Clawbacks Under Dodd-Frank and Other Federal Statutes, The Harvard Law School Forum on Corporate Governance and Financial Regulation, Posted By Jospeh E. Bachelder, on June 9, 2011 / Submitted by Brackett B. Denniston, III | 1041 |
| 24. | Whistleblower Protections Under Sarbanes-Oxley and the Dodd-Frank Act / Submitted by Brackett B. Denniston, III | 1051 |
| 25. | Summary of the Dodd-Frank Act: Executive Compensation / Submitted by Brackett B. Denniston, III | 1067 |
| 26. | Written Testimony of Harvey L. Pitt Before the United States Senate Banking Committee on "Enhanced Investor Protection After the Financial Crisis" (July 12, 2011) / Submitted by Brackett B. Denniston, III | 1077 |
| | The Changing Dynamic of Director-Shareholder Relations and Voting | 1099 |
| 27. | The Changing Dynamics of Director-Shareholder Relations and Voting / Submitted by Herbert S. Wander | 1101 |
| 28. | Report on the Roles of Boards of Directors and Shareholders of Publicly Owned Corporations and Changes to the Model Business Corporation Act--Adoption of Shareholder Proxy Access Amendments to Chapters 2 and 10, The Business Lawyer, Vol. 65, August 2010 / Submitted by Herbert S. Wander | |
| | Issues Affecting Private Companies | 1129 |
| 29. | Issues Affecting Private Companies: Overview of Topics to be Discussed / Brian V. Breheny | 1131 |
| 30. | Memorandum RE: Secondary Transactions in Client Shares: October 2010 / Submitted by Horace Nash | 1269 |
| | What You Need to Know About Legal Opinion Practice | 1301 |
| 31. | Cross-Border Third-Party Closing Opinions: Reliance on Customary Practice and Selected Issues for U.S. Lawyers in Giving Opinions in Foreign Transactions / Ettore A. Santucci | 1303 |
| | Developments in M&A Practice | 1315 |
| 32. | Selected Legal Issues Relating to the Selection and Implementation of Differing Forms of Consideration in M&A Transactions / Robert E. Spatt | 1317 |
| 33. | Social Issues in Selected Recent Mergers and Acquisitions Transactions, 2004-2011 Supplement / Robert E. Spatt | 1359 |
| | Volume Two | |
| | Developments in M&A Practice (Continued) | 19 |
| 34. | Takeover Law and Practice 2011 / Steven A. Rosenblum | 21 |
| | A New Era in Enforcement | 201 |
| A. | An Interview with Key Enforcement Officials | 203 |
| 35. | Speech by SEC Staff: Remarks to Criminal Law Group of the UJA-Federation of New York by Robert S. Khuzami, Director, Division of Enforcement, U.S. Securities and Exchange Commission, New York City, June 1, 2011 / Submitted by Mary Jo White | 205 |
| 36. | Prepared Remarks of the U.S. Attorney Preet Sharara, SIFMA's Compliance and Legal Society Annual Seminar, March 21, 2011, Phoenix, Arizona / Submitted by Mary Jo White | 217 |
| 37. | Outline of Recent SEC Enforcement Actions / Submitted by Robert S. Khuzami | 231 |
| B. | Practical Issues When Handling a Government Investigation | 465 |
| 38. | Maximizing the End-Game Toward Settlement or Litigation: Strategies and Considerations / Carmen J. Lawrence, Dixie L. Johnson, Jonathan A. Forman | 467 |
| 39. | The Expanding Role of Judges in Settlement and Beyond / Linda Chatman Thomsen | 487 |
| 40. | Juggling Criminal, Civil and Multinational Investigations / Bruce E. Yannett, David M. Fuhr | 505 |
| 41. | Trends in SEC Enforcement / Colleen P. Mahoney, Charles F. Walker, Erich T. Schwartz, Louis D. Greenstein, Andrew M. Lawrence | 531 |
| | Key Issues in Private Securities Litigation | 611 |
| 42. | Key Issues in Private Securities Litigation / Bruce D. Angiolillo | 613 |
| 43. | Recent Supreme Court Guidance on Claims Under Section 10(b) and Rule 10b-5 / Karin A. DeMasi, Shawndra G. Jones | 627 |
| 44. | Corporate Governance & Private Securities Litigation / Ralph C. Ferrara | 643 |
| | Accounting and Auditing Developments Lawyers Must Know | 687 |
| 45. | International Financial Reporting Standards for U.S. Issuers--No Easy Right Answer / Linda L. Griggs | 689 |
| 46. | Trends in SEC Comments / Michael J. Gallagher | 717 |
| 47. | Recent Work of the Public Company Accounting Oversight Board / Submitted by Jay D. Harison | 727 |
| 48. | Scaling the Great Wall of Accounting Issues in Chinese Reverse Mergers / John H. Huber, Jennifer A. Hult | 801 |
| | Intersection of Legal Ethics and Financial Reporting | 837 |
| 49. | U.S. GAAP Accounting Treatment for Loss Contingencies (as of August 2011) / Submitted by John W. White | 839 |
| 50. | PCAOB Keynote Address: The Global Dimension Conference on Audit Policy, James R. Doty, Chairman, FEE Conference on Audit Policy, Brussels, Belgium / Submitted by John W. White | 843 |
| 51. | Edwards Angell Palmer & Dodge LLP Client Advisory, February 2011: Clearing Up Confusion Over Audit Response Letters / Stanley Keller, Submitted by John W. White | 855 |
| 52. | Accounting Standards Codification 450, "Contingencies" Analysis / Submitted by John W. White | 861 |
| 53. | PCAOB Requests Feedback on Auditor Independence and Audit Firm Rotation, KPMG Defining Issues, August 2011, No. 11-46 / Submitted by Sam Ranzilla | 865 |
| 54. | FASB Delays Proposed Loss Contingency Disclosures, KPMG Defining Issues, October 2010, No. 10-46 / Submitted by Sam Ranzilla | 871 |
| 55. | FASB Issues Revised Exposure Draft on Loss Contingency Disclosures, KPMG Defining Issues, July 2010, No. 10-29 / Submitted by Sam Ranzilla | 875 |
| 56. | Litigation Contingency Reporting: Where Are We With FASB and the SEC? / Submitted by Michael R. Young | 885 |
| 57. | SEC Chief Accountant of Corporation Finance Warns Against Over-Reliance on ABA "Treaty" in Reporting Litigation Contingencies / Michael R. Young | 917 |
| | Understanding Delaware Corporate Law Developments | 923 |
| 58. | Recent Developments in Delaware Corporate Law / Gregory V. Varallo, A. Jacob Werrett | 925 |
| 59. | Mergers and Acquisitions--A Delaware Checklist / Frederick Alexander | 1061 |
| 60. | Airgas: Opportunity Blocked / Pamela S. Tikellis | 1185 |
