Business Law Monographs, Volume C7--Counseling the Board of Directors

Designed to guide counsel through most of the problems encountered in advising ...
Publisher: Matthew Bender
Print Book
$341.00
In Stock
ISBN: 9780820523965
Publisher: Matthew Bender
International Order Inquiry

Product details

Designed to guide counsel through most of the problems encountered in advising the board of directors, including composition of the board; election, resignation, and removal of directors; meetings of the board; compensation; and more.

Business Law Monographs, Counseling the Board of Directors, has been written to guide counsel through most of the problems he or she will encounter in serving the board of directors.

The first chapter of the Text segment discusses the legal standards for actions by directors. Although general statements about the legal standards defining directors' duties will not solve specific problems, no problem can be analyzed and solved without reference to these standards. To solve specific problems, corporate counsel should always base his or her recommendation upon the statements of directors' duties found in the case law of the jurisdiction in which the corporation is incorporated, in order to determine whether the proposed course of action comes within the scope of permitted action. The monograph will attempt to raise the questions which arise most often and suggest reasoned approaches to their solution.

Chapters 2 through 7 pertain to overall organization of the board of directors. Topics include composition of the board, organization of the board, election of directors, removal and resignation of directors, meetings of the board and its committees, and compensation of directors.

Chapters 8 through 12 discuss the functioning of the board; the responsibilities of the Chairman, Secretary, and committees of the board, and the directors' duties with regard to mergers, acquisitions, dividends and reports required by the SEC.

The Forms segment of the monograph includes the forms and sample materials needed to guide or assist counsel in handling the various problems and transactions discussed in the Text.

Also available as part of the complete 38-volume set entitled Business Law Monographs.

Table of Contents

Division I TEXT

CHAPTER 1 The Role of the Board of Directors

CHAPTER 2 The Composition of the Board

CHAPTER 3 Organizing the Board

CHAPTER 4 Election of Directors

CHAPTER 5 Resignation and Removal

CHAPTER 6 Meetings of the Board and Its Committees

CHAPTER 7 Compensation of Directors

CHAPTER 8 The Roles of the Chairman of the Board and the Secretary

CHAPTER 9 Committees of the Board

CHAPTER 10 Mergers and Acquisitions

CHAPTER 11 Dividends

CHAPTER 12 Reports Required of Directors


Division II FORMS

Form C7-1 Conflict of Interest Questionnaire

Form C7-2 Board Position Description

Form C7-3 Corporate Code of Conduct

Form C7-4 Resolution Concerning the Relations of Counsel With the Board of Directors

Form C7-5 Bylaw Provision for a Variable-Size Board

Form C7-6 Resolution Fixing the Size of a Variable-Size Board

Form C7-7 Bylaw Provision for Cumulative Voting

Form C7-8 Bylaw Provision for Classified Directors

Form C7-9 Bylaw Provision for Classified Stock

Form C7-10 Resolution Nominating Directors

Form C7-11 Resolution Electing a Director

Form C7-12 Director's Resignation Letter

Form C7-13 Resolution Accepting a Resignation

Form C7-14 Resolution Recommending the Removal of a Director

Form C7-15 Typical Board Meeting Agenda

Form C7-16 Notice of Special Meeting of Directors

Form C7-17 Waiver of Notice of Meeting

Form C7-18 Consent Action by the Board of Directors

Form C7-19 Minutes of a Telephone Meeting of an Executive Committee

Form C7-20 Written Notice of Dissent

Form C7-21 Deferred Compensation Agreement

Form C7-22 Individual Self-Employed Defined Benefit H.R. 10 Plan

Form C7-23 Stock Option for Directors

Form C7-24 Secretary's Certificate

Form C7-25 Bylaw Provision Creating an Executive Committee

Form C7-26 Resolution Authorizing the Creating of Standing Committees

Form C7-27 Audit Committee Charter

Form C7-28 Resolution Defining the Powers and Duties of the Nominating Committee

Form C7-29 Resolution Defining the Powers and Duties of the Compensation Committee

Form C7-30 Resolution Defining the Powers and Duties of the Public Policy Committee

Form C7-31 Resolution Defining the Powers and Duties of the Finance Committee

Form C7-32 Resolution Approving and Recommending a Merger

Form C7-33 Resolution Dealing With a Proposed Acquisition

Form C7-34 Resolution Approving an Offer to Acquire and Recommending Approval by Shareholders

Form C7-35 Dividend Resolution

Form C7-36 Securities and Exchange Commission Form C7-3: Initial Statement of Beneficial Ownership of Securities

Form C7-37 Securities and Exchange Commission Form C7-4: Statement of Changes in Beneficial Ownership of Securities

Form C7-38 Securities and Exchange Commission Form C7-5: Annual Statement of Beneficial Ownership of Securities

Division III SOURCE MATERIALS

Item C7-i1 Revised Model Business Corporation Act Section on (Judicial Removal)

Item C7-i2 Delaware General Corporation Law

Item C7-i3 New York Business Corporation Law

Item C7-i4 Corporations Code of California Chapters 3, 7, and 8

Item C7-i5 The Sarbanes-Oxley Act of 2002

Item C7-i6 The Sarbanes-Oxley Act of 2002

Item C7-i7 NASDAQ Rules

Item C7-i8 The Sarbanes-Oxley Act of 2002

Item C7-i9 The Sarbanes-Oxley Act of 2002

Item C7-i10 The Sarbanes-Oxley Act of 2002