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