Corporate Governance: Law and Practice
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This latest release of the indispensable Corporate Governance: Law and Practice is a completely up-to-date examination of every aspect of corporate governance. It addresses the major policies embodied in legislation, case law, state and federal regulations, stock market listing requirements, and best practices guidelines concerning the rights of shareholders and the obligations of the managers and directors who run and oversee companies on their behalf. This comprehensive and accessible resource offers authoritative analysis and insightful, practical guidance on every critical corporate governance topic. Highlights include discussion of:
• History and sources of corporate governance plus current and future trends;
• Shareholders' rights and access to company proxy materials;
• Legal duties, responsibilities and structure of the board
• Limiting director and officer liability
• Developing and disclosing required corporate governance guidelines
• Separate chapters devoted to nominating/corporate governance, audit and compensation committees, covering composition and procedural requirements, with sample charters for each;
• Governance issues in the corporate control context
• Special board committees
• The importance of the corporate code of conduct as a lynchpin of a company's compliance efforts
• The roles and responsibilities of the major non-board participants in corporate governance
• NYSE and Sarbanes-Oxley requirements, the SEC attorney conduct rules, the ABA Model Rules of Professional Conduct, and the Public Company Accounting Oversight Board;
• Corporate governance aspects of executive compensation.
• Say-on-Pay, Golden Parachutes, and Shareholder Activism
• Proposed SEC Rules, § 10C of the Exchange Act, and Independent Compensation Committees
• Proxy Advisory Services
• Foreign Laws and Practice
• Dodd-Frank Governance Rules and Proxy Process
• SEC Rule 14a-11 Invalidation
• In re Goldman Sachs Group, Inc. and Shareholder Litigation
• Entire Fairness
• SEC, FASB, and Accounting Standards
• Sarbanes-Oxley § 304 (Forfeiture of Certain Bonuses)
In addition to expert analysis and practical advice, the treatise includes numerous chapter and treatise appendices for quick reference, including sample charters, sample forms, NYSE and NASDAQ corporate governance listing standards, selected federal securities statutes and regulations, and best practices reports and guidance from influential private sector groups.
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Table of contents
Chapter 1 History and Sources of Corporate Governance
Chapter 2 The Future of the Corporate Governance Movement
Chapter 3 Shareholders' Rights
Chapter 4 Legal Duties and Responsibilities of the Board
Chapter 5 Limitations on Liability of Officers and Directors
Chapter 6 Corporate Governance Guidelines for Board Practices and Procedures
Chapter 7 Board Structure and Processes
Chapter 8 The Nominating and Corporate Governance Committee
Chapter 9 The Audit Committee
Chapter 10 The Compensation Committee
Chapter 11 Special Committees of the Board
Chapter 12 Governance in the Corporate Control Context
Chapter 13 Compliance and the Code of Conduct
Chapter 14 Roles and Responsibilities of Non-Board Participants in Corporate Governance
Chapter 15 Executive Compensation: The Compensation Consultant's Perspective
Chapter 16 Executive Compensation: Legal and Regulatory Issues
Appendix A Business Roundtable, Principles of Corporate Governance (May 2002)
Appendix B NYSE Corporate Governance Standards, NYSE Listed Company Manual ' 303A: SEC Release No. 34-50298 (Aug. 31, 2004) [NYSE Proposed Amendments to NYSE ' 303A]
Appendix C Selected NASD Rules: NASD Rule 4200(a)(15); IM 4200; NASD Rule 4350; IM 4350-4; IM 4350-5; IM-4350-7
Appendix D Federal Securities Statutes and Regulations Relating to Public Company Outside Auditors and Board Audit Committees
Appendix E Federal Securities Statutes and Regulations Relating to Certification of Periodic Reports and Management Assessment of Internal Controls
Appendix F Federal Securities Statutes and Regulations Relating to Executive Compensation, Loans to Executives and Insider Trading During Pension Fund Blackout Periods
Appendix G Federal Securities Statutes and Regulations Relating to Rules of Professional Responsibility for Attorneys
Appendix H Federal Securities Statutes and Regulations Relating to Codes of Ethics for Senior Financial Officers
Appendix I Federal Securities Statutes and Regulations Relating to Procedures for Nomination of Candidates for Director and Disclosures Relating to Nominating Committee and to Resignation of Directors