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Corporate Governance: Avoiding and Responding to Misconduct

For anyone who has been dealing with both the intended and unintended consequences of Sarbanes-Oxley and other new laws and regulations, Corporate Governance: Avoiding and Responding to Misconduct is an essential guide.

This timely book describes step by step the measures needed to prevent criminal actions within a corporation and minimize the impact of misconduct that may have already occurred.
Publisher: ALM
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ISBN: 9781588521422
Publisher: ALM
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For anyone who has been dealing with both the intended and unintended consequences of Sarbanes-Oxley and other new laws and regulations, Corporate Governance: Avoiding and Responding to Misconduct is an essential guide.

This timely book describes step by step the measures needed to prevent criminal actions within a corporation and minimize the impact of misconduct that may have already occurred. It discusses the process of establishing a corporate compliance program, how to recognize corporate misconduct, the duties corporate officers and directors are obligated to perform following misconduct, and the impact SEC and DOJ pronouncements may have on how the board of directors responds to allegations of misconduct.

You'll find detailed guidance on the role of counsel in investigating and advising on potential abuses, invaluable for both in house and outside counsel. Corporate Governance: Avoiding and Responding to Misconduct also includes coverage of executive compensation issues, the Foreign Corrupt Practices Act, and other important topics, placing all of them in the context of the broader legal landscape. Filled with legal and practical insights on how to prevent corporate malfeasance or handle it after the fact, this new book will help guide you and your company or client through a minefield of potential difficulties.

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Table of Contents


CHAPTER 1

Financial Fraud in Context




CHAPTER 2

Structural Governance: Board of Directors' Committee Mechanics and Mechanisms




CHAPTER 3

Structural Governance: Director Independence and Related Issues



CHAPTER 4

Enhanced Controls




CHAPTER 5

Framework for Corporate Compliance




CHAPTER 6

Common Law Directorial Duties in Light of Allegations or Evidence of Misconduct



CHAPTER 7

The SEC’s Influence on Board Responses to Allegations or Evidence of Misconduct




CHAPTER 8

The Department of Justice Influence on Board Responses to Allegations or Evidence of Misconduct




CHAPTER 10

Whistleblowers




CHAPTER 11

Document Retention and Production with Emphasis on Rules Relating to Electronic Discovery



CHAPTER 12

Pitfalls of Failed Document Production Efforts




CHAPTER 13

Treatment of Electronic Materials at Issue in Securities and Exchange Commission Investigations



CHAPTER 14

Select Issues in SEC Enforcement




CHAPTER 15

Select Issues in White Collar Criminal Enforcement




CHAPTER 16

Select Aspects of Executive Compensation




CHAPTER 17

Select Issues in Securities Class Action Litigation




CHAPTER 18

Select Issues in the Foreign Corrupt Practices Act




CHAPTER 19

Select Issues in Governance of Not-for-Profit Organizations




Appendices

INDEX