The Directors' Handbook
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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 2018 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 office 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 examines director duties under the very different corporate governance frameworks adopted by Delaware for companies incorporated there, as contrasted with those of other states, and their very different requirements for shareholder challenges to director decisions; explores the role and impact of proxy advisory firms, activist agendas, pre-populated proxies and the narrowing of proxy participation; alerts directors to new limits on director compensation awards; and makes a compelling case for greater diversity on corporate boards.
Other updated content includes a new section on the Public Company Accounting Oversight Board’s new model for auditor reports intended to make auditor reports more useful to investors, as well as significant updates regarding director compensation, including nonemployee director compensation, and developments since the SEC rules amendments and Dodd-Frank enactments. In addition you will find discussion on the Securities and Exchange Commission no-action process regarding proxy access proposals and commentary on the impact of the 2017 Tax Reform Act, withdrawal from the Trans-Pacific Partnership, NAFTA renegotiation and Brexit. There is also an expansion of discussion on board minutes and directors’ notes.
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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Table of Contents
Foreword—Director Duty Developments, Governance Models Precis, Boardroom Diversity, Proxy Advisor Practices, Director Equity Awards Alert
Preface to the First Edition
1. The Role of the Director
2. Corporate Governance
3. Director Due Diligence
4. Crisis Management
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
11. Corporate Secretarial Practice
Table of Rules and Standards