Corporate Governance: Avoiding and Responding to Misconduct
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.
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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.
Table of contents
Financial Fraud in Context
Structural Governance: Board of Directors' Committee Mechanics and Mechanisms
Structural Governance: Director Independence and Related Issues
Framework for Corporate Compliance
Common Law Directorial Duties in Light of Allegations or Evidence of Misconduct
The SEC’s Influence on Board Responses to Allegations or Evidence of Misconduct
The Department of Justice Influence on Board Responses to Allegations or Evidence of Misconduct
Document Retention and Production with Emphasis on Rules Relating to Electronic Discovery
Pitfalls of Failed Document Production Efforts
Treatment of Electronic Materials at Issue in Securities and Exchange Commission Investigations
Select Issues in SEC Enforcement
Select Issues in White Collar Criminal Enforcement
Select Aspects of Executive Compensation
Select Issues in Securities Class Action Litigation
Select Issues in the Foreign Corrupt Practices Act
Select Issues in Governance of Not-for-Profit Organizations