Corporate Governance

ebook Law and Practice, Volume 1 · Corporate Governance (1)

By Bart Schwartz

cover image of Corporate Governance

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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.

  • Corporate Governance