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CSC® The Directors' Handbook

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2017 Edition
ISBN: 9781522129950
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2017 Edition
ISBN: 9781522129967
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2017 Edition
ISBN: 9781522129967
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CSC brings you The Directors' Handbook, one of today’s leading guides to corporate governance, captures the latest developments that directors of public companies face from both a practical and legal perspective. The Handbook provides insightful analysis of the evolving regulatory and legal landscape, and practical, hands-on information that directors can use to guide their companies.

The 2017 Edition of The Directors' Handbook includes insight on how to best address the full spectrum of key governance and disclosure issues, and how to handle shareholder activist campaigns and proxy battles. Complete coverage includes:

  • Creating an audit committee chart
  • Crisis management
  • Director and officer insurance
  • Majority voting for directors
  • The interplay of stock exchange independence rules and state law standards
  • The evolving role of proxy advisory groups
  • The role of the corporate secretary
  • Staggered board repeals
  • Best practices for handling restatement crises
  • The political economy of corporations and corporate governance approaches around the role of the corporate secretary

This edition features an all new Foreword, in which author Thomas J. Dougherty explores the impact of the Donald Trump presidency, the UK’s Brexit vote, and "pre-populated" proxy protocols.  Other updates throughout the book ensure directors are working with the most current information

The companion CD-ROM provides key cases and legislation that form the basis for corporate governance in the U.S and abroad.

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The eBook versions of this title feature links to Lexis Advance for further legal research options.

Pub 22310

Authors / Contributors

Table of Contents


Foreword—Trump, Brexit and "Pre-Populated" Proxy Protocols

Preface to the First Edition

1.  The Role of the Director

2.  Corporate Governance

3.  Director Due Diligence

4.  Crisis Management

5.  Compensation

6.  Litigation

7.  Director and Officer Insurance and Indemnification

8.  The Political Economy of Corporations

9.  Board Minutes and Directors' Notes

10.  The Changing Legal Landscape: Mickey Mouse and the Cats around the Fishbowl—2017 Edition

11.  Corporate Secretarial Practice

Appendix A
Appendix B

Subject Index
Case Index
Statutes Index