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.

by Kevin T. Abikoff (Author)

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.

Featured Authors

Kevin T. Abikoff

Kevin T. Abikoff is a partner, member of the Executive Committee and Co-Chairman of the Securities Litigation Practice Group of Hughes Hubbard & Reed LLP in Washington, D.C. He concentrates on securities class action litigation and enforcement, shareholder derivative litigation, internal investigations (including shareholder derivative investigations for board committees), Foreign Corrupt Practices Act counseling and enforcement, and corporate governance counseling and compliance. Mr. Abikoff is author of Corporate Governance: Avoiding and Responding to Misconduct and co-author of Shareholder Derivative Litigation: Besieging the Board, both published by Law Journal Press. He has written numerous articles on securities, anti-corruption and corporate governance issues and is a frequent lecturer on these and other topics. Prior to joining Hughes Hubbard & Reed LLP, Mr. Abikoff was Senior Vice President and General Counsel Corporate and Compliance of American General Corporation.


 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

Corporate Governance: Avoiding and Responding to Misconduct

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Featured Authors

Kevin T. Abikoff

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