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 2019 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
In this edition, author Thomas J. Dougherty introduces his Skadden colleagues Paul Lockwood and Graham Robinson as new co-authors. Together they look at how deference to director discretion by Delaware courts has lifted "that cloud of litigation hanging over corporate boards," as well as discuss how directors can defend against short sellers and a call for proxy advisor oversight. The book also features significant updates to the discussion on proxy advisory firm proxy voting guidelines, including board gender diversity, auditor ratification, virtual-only shareholder meetings, director qualifications, and shareholder proposals. A new section adds cybersecurity risk oversight to the list of director due diligence hot buttons. Other updated content concerns:
- SEC amendments to executive compensation and corporate governance disclosure;
- The Public Company Accounting Oversight Board’s (PCAOB) model for auditor reports;
- Analysis of the results of the 2018 Semler Brossy survey of say-on-pay votes.
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—Introducing Co-Authors, Delaware's Deference to Director Discretion, Defending Against Short Sellers, Time for Proxy Advisor Oversight?
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