Portfolio 44-4th: Securities Law Aspects of Employee Benefit Plans

Wks. 1 Securities and Exchange Act of 1934 §16 Excerpts: Directors, Officers, and Principal Stockholders — Disclosures

Wks. 2 SEC Rule 16b-3, 17 CFR §240.16b-3, Employee Benefit Plan Transactions

Wks. 3 SEC Rule 701, 17 CFR §230.701, Exemption for Offers and Sales of Securities Pursuant to Certain Compensatory Benefit Plans and Contracts Relating to Compensation

Wks. 4 SEC Regulation D (Rules 501–508), 17 CFR §§230.501–.508, Rules Governing the Limited Offer and Sale of Securities Without Registration Under the Securities Act of 1933

Wks. 5 SEC Rule 147, 17 CFR §230.147, “Part of an Issue,” “Person Resident,” and “Doing Business Within” for Purposes of §3(a)(11)

Wks. 6 SEC Rule 144, 17 CFR §230.144, Persons Deemed Not To Be Engaged in a Distribution and Therefore Not Underwriters

Wks. 7 Item 402, 17 CFR § 229.402, Executive Compensation

Wks. 8 Item 10 of 17 CFR §240.14a-101, Compensation Plans

Wks. 9 SEC Release No. 34-37260 (6/14/96), Ownership Reports and Trading by Officers, Directors, and Principal Security Holders

Wks. 10 SEC Release Nos. 33-8600 and 34-52202 (8/9/05), Ownership Reports and Trading by Officers, Directors, and Principal Security Holders

Wks. 11 SEC Release No. 34-46421 (9/3/02), Sarbanes-Oxley Act Amendments to Rules on Ownership Reports and Trading by Officers, Directors and Principal Security Holders

Wks. 12 SEC Release Nos. 33-8048 and 34-45189 (1/2/02), Disclosure of Equity Compensation Plan Information

Wks. 13 SEC Release Nos. 33-8732A and 34-54302A (9/8/06), Executive Compensation and Related Person Disclosures: Final Rule Excerpts — Summary and Overview

Wks. 14 SEC Release Nos. 33-8765 and 34-55009 (12/29/06), Executive Compensation Disclosure: Interim Final Rule Excerpts — Summary and Transition Guidance