Tools: Samples, Checklists & Memos

  1. Compliance Officer's Starter Kit
  2. Year-End Materials
  3. Disclosure Samples & Models
  4. Checklists & Studies
  5. Other Sample Documents
  6. Memos
  7. Studies: Section 16 Reports as Market Indicators
  1. Compliance Officer's Starter Kit

    2. - Section 16 Basics
    - Power of Attorney
    A model power of attorney for authorizing a compliance officer or other person to sign and file Forms 3, 4, and 5 on an insider's behalf.
    - Model Electronic Filing Matrix
    A one page chart for keeping up with EDGAR codes and other electronic filing information for each of your insiders.
    - Compliance Chart: Reporting Deadlines for Common Transactions
    - Sample Summary Sheet
    An Excel spreadsheet to help keep a running tally of an insider's holdings
    - Sample Equity Tracking Worksheet
    A PowerPoint chart to help track an insider's equity holdings.

  2. Year-End Materials

    3. - Year-End Compliance Reminders
    A discussion of the Section 16 Year-End Compliance Checklist.
    - Year-End Compliance Checklist
    A one-page checklist of steps for compliance officers to take at the end of each fiscal year to assure compliance with Section 16.
    - Beneficial Ownership Questions for D&O Questionnaire
    Model questions for inclusion in the annual D&O questionnaire to elicit information about beneficial ownership of company securities for purposes of proxy statement disclosure and Section 16 reporting.
    - "No Filing Due" Statement
    A model certificate to be signed after the end of the fiscal year by insiders who are not obligated to file a Form 5. Execution of the certificate allows the issuer not to disclose in the Form 10-K and proxy statement that the insider failed to file a Form 5.
    - Board Resolutions Designating Executive Officers and Section 16 Officers
    Model resolutions for adoption by the issuer's board of directors, identifying the employees of the issuer who will be deemed "executive officers" for purposes of the issuer's proxy statement and Form 10-K, and "officers" for purposes of Section 16.

  3. Disclosure Samples & Models

    4. - Sample Item 405 Disclosures
    Sample disclosures from recent proxy statements disclosing insiders' compliance (or noncompliance) with the reporting requirements of Section 16(a). These samples are merely representative disclosures, and are neither endorsed by Executive Press as model disclosures nor necessarily in compliance with the requirements of Item 405.
    - Model Proxy Statement/10-K Disclosure of Reporting Delinquency
    Model disclosure of insiders' late filings of Section 16(a) reports, conforming to the requirements of Item 405 of Regulation S-K.
    - Model Mitigating Disclosure under Item 405
    - Model Item 405 Disclosure for Failure to File Form 5
    - Section 16 Disclosure on Corporate Websites

  4. Checklists & Studies

    5. - Checklist: How to Manage Edgar Codes
    Checklist to facilitate obtaining & changing Edgar codes
    - Checklist: "Executive Officer" Determinations
    - "Study: Benchmarking the Number of 'Executive Officers'" - Broc Romanek & LogixData (2/11)
    - "Study: Benchmarking the Titles of 'Executive Officers'" - Broc Romanek & LogixData (2/11)

  5. Other Sample Documents

    6. - Designation of Exchange Under Section 16(a)
    A model form for filing with the SEC and each exchange on which the issuer's securities are listed, designating one exchange as the sole exchange with which the issuer's insiders will file Section 16(a) reports.
    - Board Resolutions Exempting Disposition of Securities in a Merger
    Model resolutions for adoption by the board of directors of a public company that is being acquired by merger, exempting under Rule 16b-3(e) insiders' disposition of stock and options in the merger.
    - Board Resolutions Exempting Acquisition of Securities in a Merger
    Model resolutions for adoption by the board of directors of a public company that is acquiring a company by merger, exempting under Rule 16b-3(d) the acquisition of stock and options in the merger by persons who are or will become insiders of the acquirer.
    - Settlement Agreement (Security holder Claim Under Section 16(b))
    A form of Settlement Agreement settling (without the commencement of litigation) a Section 16(b) claim asserted against an insider by a plaintiff's attorney on behalf of a security holder of the issuer.
    - Memorandum to D&Os: Section 16
    A sample memo to directors and officers of a newly public company, explaining to them their obligations and potential liabilities under Section 16.
    - Sample Exit Memo for Departing Insiders
    A short memo explaining to a terminating director or officer the application of Section 16 and other insider trading rules to post-termination transactions.
    - Questionnaire for Insiders: Trust Transactions
    A short checklist to garner information from insiders about the details of a transaction made by their trusts.

  6. Memos
     
  7. Studies: Section 16 Reports as Market Indicators