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Public Company Deskbook: Complying with Federal Governance & Disclosure Requirements (Third Edition)

Author(s): Robert E. Buckholz, Marc R. Trevino, Glen T. Schleyer
Practice Area: Corporate & Securities
Published: Nov 2014
Supplement Date: Apr 2020 i Other versions can be found in the Related Items tab.
ISBN: 9781402423154
PLI Item #: 60411
Public Company Deskbook: Complying with Federal Governance & Disclosure Requirementsprovides expert counsel on how to deal effectively with the overlapping legislative, regulatory and private initiatives to reform public company governance and disclosure practices over the past decade. 

This book provides in-depth practical guidance centered around each of the following areas: Board Structure & Governance; Shareholder Meetings & Activism; Audit Committee, Auditor Policy & Auditor Disclosure; Compensation Committee, Compensation Policy & Compensation Disclosure; Public Company Reporting & Compliance; and Corporate Investigations & Whistleblowing. Included are numerous sample forms, checklists and documents, such as sample committee charters, director and officer questionnaires and annual meeting timelines for both NYSE- and Nasdaq-listed companies. Also addressed are recent SEC guidance on key oversight responsibilities of the audit committee; amendments to the SEC’s auditor independence rule, Rule 2-01 of Regulation S-X; amendments to the SEC’s MD&A requirements proposed in January 2020; and recent Division of Corporation Finance guidance on confidential treatment applications.

Written by three partners with Sullivan & Cromwell LLP, Public Company Deskbookis an indispensable resource for securities practitioners, compliance officers, directors, officers, accountants, auditors, and research analysts, and an important reference for securities regulators.
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Robert E. Buckholz, Jr. is a partner of Sullivan & Cromwell LLP, New York, where he is co-coordinator of the firm’s securities law practice. He has a broad financial and corporate practice, including in the areas of public and private securities offerings, equity derivatives, corporate governance, and broker-dealer regulation. Mr. Buckholz has been a speaker for numerous organizations, including the Practising Law Institute and committees of the New York City and New York State Bar Associations. He currently serves as Chair of the Securities Regulation Committee of the New York City Bar.

Mr. Buckholz graduated from Dartmouth College (B.A., 1976) and Columbia Law School (J.D., 1979). He joined Sullivan & Cromwell LLP in 1980 and has been a partner since 1987.

Marc Treviño is the head of Sullivan & Cromwell’s corporate governance practice, the managing partner of its executive compensation group, and a founding member of its financial institutions group. He joined the Firm in 1993 after graduating from Yale Law School (J.D., 1993) and summa cum laude from Princeton University (A.B., Phi Beta Kappa, 1990).

Mr. Treviño is a recognized leader in structuring and counseling senior executives and boards in significant matters involving reputation, overlapping regulatory regimes, fiduciary conflicts and multiple jurisdictions, with a particular emphasis on matters involving financial institutions. Mr. Treviño teaches Corporate Crisis Management at the Yale Law School and is a co-author of The Public Company Deskbook (The Practising Law Institute), which has been hailed as “the bible for securities lawyers” by Fortune.

For over twenty years Mr. Treviño has represented prominent institutions and individuals in their most public and challenging transactions. His clients have included AIG, Anthem, Bank of Butterfield, Bank of New York Mellon, Barclays, Cheniere, CIT Group, The Clearing House Association, Evercore, Fiat Chrysler Automobiles, Fortress, Goldman Sachs Group, ISS, JPMorgan Chase, Kodak, Lending Club, Microsoft, Moody’s, New York Stock Exchange, Priceline, RBS Citizens Financial Group, SandRidge Energy, Sotheby’s, UBS, UNFI, Vector Group, Verily Life Sciences, Volkswagen, Waymo and Wells Fargo & Company. Many of his most important matters are resolved without public attention.

Mr. Treviño also lectures and writes extensively, and is often quoted with respect to corporate governance and compensation matters, including for the American Bar Association, Bank Directors Magazine, The Corporate Counsel, The Corporate Governance Advisor, Society of Corporate Secretaries and Governance Professionals and Wall Street Journal. He is also on the Advisory Board for the Harvard Law School Program on Corporate Governance.

Glen T. Schleyer, a partner in Sullivan & Cromwell’s Corporate & Finance Group, advises numerous corporate clients on ongoing public company matters, including SEC reporting, executive compensation, corporate governance, regulatory compliance, and managing shareholder relations and shareholder proposals, as well as a variety of registered and unregistered securities offerings.