Representing Corporate Officers Directors Managers And Trustees

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Representing Corporate Officers, Directors, Managers, and Trustees

Author : Marc J. Lane
Publisher : Wolters Kluwer
ISBN 13 : 0735598088
Total Pages : 1484 pages
Book Rating : 4.7/5 (355 download)

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Book Synopsis Representing Corporate Officers, Directors, Managers, and Trustees by : Marc J. Lane

Download or read book Representing Corporate Officers, Directors, Managers, and Trustees written by Marc J. Lane and published by Wolters Kluwer. This book was released on 2010-09-17 with total page 1484 pages. Available in PDF, EPUB and Kindle. Book excerpt: As a result of numerous recent corporate and accounting scandals, corporate officers, directors, managers, and trustees now face a host of new problemsand—ranging from a blizzard of new legislation, rules, and responsibilitiesand—to increased SEC oversight, new NYSE and NASDAQ listing standards, new fiduciary and other duties, and crushing new criminal penalties. Representing Corporate Officers, Directors, Managers, and Trustees tells you what to look for...what to look out for...and what steps to take to protect your corporate clients in todayand’s harsh regulatory environment. Itand’s the only up-to-date work of its kind to offer both in-depth analysis and practical guidance on every key aspect of this critically important area. This completely updated Second Edition thoroughly covers: Directorsand’ duty of careand— including the different standards which have been imposed on directors regarding the duty of care...the duty of loyalty...the business judgment rule... when directors are entitled to rely on the advice of others...improperly influencing audits under the Sarbanes-Oxley Act... improper distributions...and more. Conflicts of interestand—with examples of conflict of interest transactions, and discussion of loans to or by directors and officers...secret profits...and the duty to safeguard confidential or inside informationand— plus, how certain transactions considered improper can be ratified and thus become legitimate. Federal securities lawsand—including everything from overviews of the laws, the SEC, and securities themselvesand— to jurisdiction, pleading, remedies, and defenses in securities cases... the new criminal penalties...and attorneysand’ responsibilities regarding liability under Sarbanes-Oxley. Indemnification and insuranceand— with discussion of mandatory and permissive indemnification and the scope of indemnification in various states... when a director may be indemnified even if not wholly successful in defense of anaction...directorsand’ and officersand’ liability insurance...types and extent of insurance coverage...tax law treatment...and exclusions. Tender offersand—including antitakeover measures, two-tier and squeeze-out mergers, and golden parachute agreements, poison pill plans, and greenmail...potential liability in tender offers...and implementing mergers and acquisitions, with securities law, antitrust, tax, accounting, and labor law considerations.

Representing Corporate Officers and Directors and LLC Managers [formerly Representing Corporate Officers, Directors, Managers, and Trustees], 3rd Edition

Download Representing Corporate Officers and Directors and LLC Managers [formerly Representing Corporate Officers, Directors, Managers, and Trustees], 3rd Edition PDF Online Free

Author : Lane
Publisher : Wolters Kluwer
ISBN 13 : 1543805299
Total Pages : 1588 pages
Book Rating : 4.5/5 (438 download)

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Book Synopsis Representing Corporate Officers and Directors and LLC Managers [formerly Representing Corporate Officers, Directors, Managers, and Trustees], 3rd Edition by : Lane

Download or read book Representing Corporate Officers and Directors and LLC Managers [formerly Representing Corporate Officers, Directors, Managers, and Trustees], 3rd Edition written by Lane and published by Wolters Kluwer. This book was released on 2018-12-19 with total page 1588 pages. Available in PDF, EPUB and Kindle. Book excerpt: Representing Corporate Officers and Directors and LLC Managers, Third Edition (formerly titled Representing Corporate Officers, Directors, Managers, and Trustees) is a guide to the practical aspects of corporate governance for attorneys, corporate officers and directors, LLC managers, and trustees. Following the repercussions of past corporate and accounting scandals, new legislation, rules, and standards by governmental bodies and society have greatly increased the focus on the responsibilities and liabilities of directors, officers, managers, and trustees. Increased SEC oversight, new NYSE and NASDAQ listing standards, new cybersecurity compliance guidance, new fiduciary and other duties, and new criminal penalties have all changed the landscape for those who control corporations. By logically laying out the steps to safe corporate governance, the analysis, cases, tables, and checklists guide the veteran and neophyte alike. Representing Corporate Officers and Directors and LLC Managers tells you what to look for...what to look out for...and what steps to take to protect your corporate clients in today's harsh regulatory environment. It's the only up-to-date work of its kind to offer both in-depth analysis and practical guidance on key aspects of this critically important area. This updated Third Edition thoroughly covers: Directors' duties of care and loyalty-- including the different standards which have been imposed on directors regarding the duty of care...the duty of loyalty...the business judgment rule... when directors are entitled to rely on the advice of others...improperly influencing audits under the Sarbanes-Oxley Act... improper distributions...and more. Conflicts of interest--with examples of conflict of interest transactions, and discussion of loans to or by directors and officers...secret profits...and the duty to safeguard confidential or inside information-- plus, how certain transactions considered improper can be ratified and thus become legitimate. Federal securities laws--including everything from overviews of the laws, the SEC, and securities themselves-- to jurisdiction, pleading, remedies, and defenses in securities cases... criminal penalties...and attorneys' responsibilities regarding liability under Sarbanes-Oxley. Indemnification and insurance-- with discussion of mandatory and permissive indemnification and the scope of indemnification in various states... when a director may be indemnified even if not wholly successful in defense of an action...directors' and officers' liability insurance...types and extent of insurance coverage...tax law treatment...and exclusions. Tender offers--including antitakeover measures, two-tier and squeeze-out mergers, and golden parachute agreements, poison pill plans, and greenmail...potential liability in tender offers...and implementing mergers and acquisitions, with securities law, antitrust, tax, accounting, and labor law considerations.

Representing Corporate Officers and Directors

Author : Marc J. Lane
Publisher : Aspen Law & Business
ISBN 13 : 9780735550964
Total Pages : 500 pages
Book Rating : 4.5/5 (59 download)

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Book Synopsis Representing Corporate Officers and Directors by : Marc J. Lane

Download or read book Representing Corporate Officers and Directors written by Marc J. Lane and published by Aspen Law & Business. This book was released on 2005 with total page 500 pages. Available in PDF, EPUB and Kindle. Book excerpt: Thanks To The numerous recent corporate and accounting scandals, corporate officers and directors now face a host of new problems ranging from a blizzard of new legislation, rules, and responsibilities, To increased SEC oversight, new NYSE and NASDAQ listing standards, new fiduciary and other duties, and crushing new criminal penalties. Representing Corporate Officers & Directors tells you what to look for ... what to look out for ... And what steps to take to protect your corporate clients in today's harsh regulatory environment. This unique new guide helps you to: Keep on top of the avalanche of legislation, rules, regulations, and case decisions affecting corporate officers and directors Strengthen corporate defenses: bylaws, procedures, insurance coverage, and more Limit officer/director exposure to liability Avoid costly fines and criminal penalties and anticipate and counter shareholder claims in addition, this comprehensive guide helps you to: Determine what types of officer and director liability are limited by the corporation's state of incorporation Add or strengthen indemnity clauses to corporate bylaws Weigh the premium costs of new or increased coverage against expected benefits Review limitations on the tax deductibility of self-insured indemnity payments Prepare officers and directors to avoid the dangers of conflict of interest, taking corporate opportunities, and receiving unreasonable compensation or other illegal payments and closely analyze the applicable laws, court decisions, and regulations, such as Section 11 of the Securities Act of 1933, if a securities offering is planned Protect your officers and directors with the most comprehensive, up-to-date, and instantly useful guide in its field -- an invaluable resource for every attorney with corporate officer and director clients.

Responsibilities of Corporate Officers and Directors

Author : N. Peter Rasmussen
Publisher : Aspen Publishers
ISBN 13 : 9780808025740
Total Pages : 0 pages
Book Rating : 4.0/5 (257 download)

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Book Synopsis Responsibilities of Corporate Officers and Directors by : N. Peter Rasmussen

Download or read book Responsibilities of Corporate Officers and Directors written by N. Peter Rasmussen and published by Aspen Publishers. This book was released on 2010 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: Responsibilities of Corporate Officers and Directors under FederalSecurities Law alerts board members and management to their personalduties and liabilities under the federal securities laws. From the vast bodyof federal laws, rules, administrative interpretations, and court decisionsdealing with securities offerings and transactions, those of particularinterest to corporate officers and directors as individuals are discussedhere. The materials focus on the Securities Act of 1933 and theSecurities Exchange Act of 1934, as well as pertinent provisions of theInvestment Company Act of 1940.The 2010 -2011 Edition includes new discussion of the following:Dodd-Frank Wall Street Reform and Consumer Protection ActShareholder access to proxiesSEC enforcementRecent case law on fraud liabilityProxy disclosure concerning Chairman-CEO role, hedging arrangements,compensation consultants

Responsibilities of Corporate Officers & Directors

Author : James Hamilton
Publisher : Aspen Publishers
ISBN 13 : 9780808033370
Total Pages : 400 pages
Book Rating : 4.0/5 (333 download)

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Book Synopsis Responsibilities of Corporate Officers & Directors by : James Hamilton

Download or read book Responsibilities of Corporate Officers & Directors written by James Hamilton and published by Aspen Publishers. This book was released on 2012-10-01 with total page 400 pages. Available in PDF, EPUB and Kindle. Book excerpt: Responsibilities of Corporate Officers and Directors under Federal Securities Law alerts board members and management to their personal duties and liabilities under the federal securities laws. From the vast body of federal laws, rules, administrative interpretations, and court decisions dealing with securities offerings and transactions, those of particular interest to corporate officers and directors as individuals are discussed here. The materials focus on the Securities Act of 1933 and the Securities Exchange Act of 1934, as well as pertinent provisions of the Investment Company Act of 1940. The 2010 -2011 Edition includes new discussion of the following: Dodd-Frank Wall Street Reform and Consumer Protection Act Shareholder access to proxies SEC enforcement Recent case law on fraud liability Proxy disclosure concerning Chairman-CEO role, hedging arrangements, compensation consultants

Responsibilities of Corporate Officers and Directors Under Federal Securitirs Law

Author : CCH Incorporated
Publisher : Aspen Publishers
ISBN 13 : 9780808022626
Total Pages : 0 pages
Book Rating : 4.0/5 (226 download)

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Book Synopsis Responsibilities of Corporate Officers and Directors Under Federal Securitirs Law by : CCH Incorporated

Download or read book Responsibilities of Corporate Officers and Directors Under Federal Securitirs Law written by CCH Incorporated and published by Aspen Publishers. This book was released on 2009-09 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: Responsibilities of Corporate Officers and Directors Under Federal Securities Law alerts board members and management to their personal duties and liabilities under the federal securities laws. From the vast body of federal laws, rules

Responsibilities of Corporate Officers and Directors

Author : CCH Incorporated
Publisher : CCH Incorporated
ISBN 13 : 9780808014041
Total Pages : 400 pages
Book Rating : 4.0/5 (14 download)

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Book Synopsis Responsibilities of Corporate Officers and Directors by : CCH Incorporated

Download or read book Responsibilities of Corporate Officers and Directors written by CCH Incorporated and published by CCH Incorporated. This book was released on 2005-11 with total page 400 pages. Available in PDF, EPUB and Kindle. Book excerpt: Discussion of federal securities laws and Securities and Exchange Commission rules that impose personal duties and liabilities on public company officers and directors.

Responsibilities of Corporate Officers and Directors Under Federal Securities Law

Author : Wolters Kluwer Staff
Publisher : CCH
ISBN 13 : 9781454885634
Total Pages : 0 pages
Book Rating : 4.8/5 (856 download)

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Book Synopsis Responsibilities of Corporate Officers and Directors Under Federal Securities Law by : Wolters Kluwer Staff

Download or read book Responsibilities of Corporate Officers and Directors Under Federal Securities Law written by Wolters Kluwer Staff and published by CCH. This book was released on 2017-11-15 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: Responsibilities of Corporate Officers and Directors Under Federal Securities Law helps mitigate personal risk for management and board members by assuring they have a complete understanding of their duties and liabilities under the federal securities laws. Wolters Kluwer attorney-editors Doreen Meinck, Jim Hamilton and Anne Sherry examine duties and liabilities under the Securities Act of 1933 and the Securities Exchange Act of 1934, relevant portions of the Investment Company Act of 1940 relating to mutual funds, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the JOBS Act, and the Sarbanes-Oxley Act of 2002. Responsibilities of Corporate Officers and Directors Under Federal Securities Law also discusses important areas of state law such as the business judgment rule, a state law doctrine shielding directors and officers from liability in the conduct of ordinary corporate affairs and certain actions such as takeovers and tender offers. Other topical areas include: Individual liability in connection with a company's securities offerings, mergers and acquisitions, and investment company directors. New material in the 2017 -2018 Edition includes new or expanded discussions of: Dodd-Frank's whistleblower provisions, including the contentious issue of whether a whistleblower need report to the SEC in order to be protected against retaliation Proxy advisory services and proxy advisory fi rms as the de facto standard setters for corporate governance for U.S. companies The U.S. Supreme Court's ruling in Halliburton on the fraud-on-themarket reliance presumption in securities fraud class actions Drafting of indemnifi cation and advancement provisions of bylaws and articles of incorporation

Responsibilities of Corporate Officers and Directors

Author : CCH Incorporated
Publisher : CCH Incorporated
ISBN 13 : 9780808012313
Total Pages : 400 pages
Book Rating : 4.0/5 (123 download)

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Book Synopsis Responsibilities of Corporate Officers and Directors by : CCH Incorporated

Download or read book Responsibilities of Corporate Officers and Directors written by CCH Incorporated and published by CCH Incorporated. This book was released on 2004-11 with total page 400 pages. Available in PDF, EPUB and Kindle. Book excerpt: This book alerts board members and management to their personal duties and liabilities under the federal securities laws. From the vast body of federal laws, rules, administrative interpretations, and court decisions dealing with securities offerings and transactions, those of particular interest to corporate officers and directors as individuals are discussed here. The materials focus on the Securities Act of 1933 and the Securities Exchange Act of 1934, pertinent provisions of the Investment Company Act of 1940, and the Sarbanes-Oxley Act of 2002. In particular, it focuses on the act's provisions relating to: corporate governance - audit committee duties - fraud penalties - audit committee duties - fraud penalties. Section 16(a) reporting of insider transactions - SEC enforcement powers - officer certification of company reports - internal control over financial reporting, the role and composition of audit committees, auditor independence, and enhanced MD&A disclosure.

Liability of Corporate Officers and Directors

Author : William E. Knepper
Publisher : MICHIE
ISBN 13 :
Total Pages : 324 pages
Book Rating : 4.:/5 (319 download)

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Book Synopsis Liability of Corporate Officers and Directors by : William E. Knepper

Download or read book Liability of Corporate Officers and Directors written by William E. Knepper and published by MICHIE. This book was released on 1978 with total page 324 pages. Available in PDF, EPUB and Kindle. Book excerpt: This book discusses how directors and officers can limit and protect against personal liability for corporate acts. Conflict of interest, class actions, liability of third persons, SEC regulatory actions, indemnification and contribution, and other relevant issues are addressed in the work.

Responsibilities of Corporate Officers and Directors Under Federal Securities Law

Author : Wolters Kluwer Editorial Staff
Publisher : CCH
ISBN 13 : 9781543821246
Total Pages : 432 pages
Book Rating : 4.8/5 (212 download)

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Book Synopsis Responsibilities of Corporate Officers and Directors Under Federal Securities Law by : Wolters Kluwer Editorial Staff

Download or read book Responsibilities of Corporate Officers and Directors Under Federal Securities Law written by Wolters Kluwer Editorial Staff and published by CCH. This book was released on 2020-11-06 with total page 432 pages. Available in PDF, EPUB and Kindle. Book excerpt: Responsibilities of Corporate Officers and Directors Under Federal Securities Law helps mitigate personal risk for management and board members by assuring they have a complete understanding of their duties and liabilities under the federal securities laws. Wolters Kluwer attorney-editors examine duties and liabilities under the Securities Act of 1933 and the Securities Exchange Act of 1934, relevant portions of the Investment Company Act of 1940 relating to mutual funds, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the JOBS Act, and the Sarbanes-Oxley Act of 2002. Responsibilities of Corporate Officers and Directors Under Federal Securities Law also discusses important areas of state law such as the business judgment rule, a state law doctrine shielding directors and officers from liability in the conduct of ordinary corporate affairs and certain actions such as takeovers and tender offers. Other topical areas include: Individual liability in connection with a company's securities offerings, mergers and acquisitions, and investment company directors. New material in the 2020-2021 Edition includes new or expanded discussions of: A recent line of Delaware cases discussing plaintiffs' ability to state a Caremark claim for lack of oversight of "mission critical" aspects of a company's business SEC rule amendments imposing stricter shareholder proposal eligibility requirements and resubmission thresholds Amendments to the SEC's whistleblower rules, including changes intended to streamline the process, coming at the end of a year in which the agency set new records for awards made and aggregate amounts awarded A recent holding of the Second Circuit that the Dirks personal-benefit test does not apply to insider trading prosecutions under the Criminal Code Guidance on how the rule for determining perquisites may apply during COVID-19 Previous Edition: Responsibilities of Corporate Officers and Directors Under Federal Securities Law, 2019-2020 Edition, ISBN 9781543806687

Responsibilities of Corporate Officers and Directors Under Federal Securities Law

Author : Anne Sherry
Publisher :
ISBN 13 :
Total Pages : 423 pages
Book Rating : 4.:/5 (12 download)

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Book Synopsis Responsibilities of Corporate Officers and Directors Under Federal Securities Law by : Anne Sherry

Download or read book Responsibilities of Corporate Officers and Directors Under Federal Securities Law written by Anne Sherry and published by . This book was released on 2017 with total page 423 pages. Available in PDF, EPUB and Kindle. Book excerpt:

Responsibilities of Corporate Officers and Directors (2015-2016)

Author : Doreen Meinck
Publisher : CCH Incorporated
ISBN 13 : 9780808042419
Total Pages : 0 pages
Book Rating : 4.0/5 (424 download)

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Book Synopsis Responsibilities of Corporate Officers and Directors (2015-2016) by : Doreen Meinck

Download or read book Responsibilities of Corporate Officers and Directors (2015-2016) written by Doreen Meinck and published by CCH Incorporated. This book was released on 2015-11-20 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: Responsibilities of Corporate Officers and Directors Under Federal Securities Law alerts board members and management to their personal duties and liabilities under the federal securities laws. From the vast body of federal laws, rules, administrative interpretations, and court decisions dealing with securities offerings and transactions, those of particular interest to corporate officers and directors as individuals are discussed here.

Responsibilities of Corporate Officers and Directors Under Federal Securities Law

Author : James Hamilton
Publisher :
ISBN 13 : 9780808003878
Total Pages : 260 pages
Book Rating : 4.0/5 (38 download)

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Book Synopsis Responsibilities of Corporate Officers and Directors Under Federal Securities Law by : James Hamilton

Download or read book Responsibilities of Corporate Officers and Directors Under Federal Securities Law written by James Hamilton and published by . This book was released on 1999 with total page 260 pages. Available in PDF, EPUB and Kindle. Book excerpt:

IN RE ERNST KERN COMPANY, 365 MICH 462 (1962)

Author :
Publisher :
ISBN 13 :
Total Pages : 48 pages
Book Rating : 4.L/5 ( download)

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Book Synopsis IN RE ERNST KERN COMPANY, 365 MICH 462 (1962) by :

Download or read book IN RE ERNST KERN COMPANY, 365 MICH 462 (1962) written by and published by . This book was released on 1962 with total page 48 pages. Available in PDF, EPUB and Kindle. Book excerpt: 35, 36

Responsibilities of Corporate Officers and Directors Under Federal Securities Law, 2013-2014 Edition

Author : CCH Incorporated
Publisher : Aspen Publishers
ISBN 13 : 9780808037132
Total Pages : 0 pages
Book Rating : 4.0/5 (371 download)

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Book Synopsis Responsibilities of Corporate Officers and Directors Under Federal Securities Law, 2013-2014 Edition by : CCH Incorporated

Download or read book Responsibilities of Corporate Officers and Directors Under Federal Securities Law, 2013-2014 Edition written by CCH Incorporated and published by Aspen Publishers. This book was released on 2013-10-15 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: This book alerts board members and management to their personal duties and liabilities under the federal securities laws. From the vast body of federal laws, rules, administrative interpretations, and court decisions dealing with securities offerings and transactions, those of particular interest to corporate officers and directors as individuals are discussed here. The materials focus on the Securities Act of 1933 and the Securities Exchange Act of 1934, pertinent provisions of the Investment Company Act of 1940, and the Sarbanes-Oxley Act of 2002. The 2006-2007 Edition features extensive discussion of the SEC's executive compensation reforms, including: the narrative disclosure piece, "compensation discussion and analysis"; the tabular disclosure requirements of Regulation S-K Item 402; new mandates for reporting executive perks; and expanded disclosure of transactions with related persons. Also new is discussion of changed requirements for the compensation committee report, plurality and majority voting standards, case law developments involving fraud liability, no-action letter guidance on insider short sales, and SEC statements on cooperation during an investigation.

Philosophical Foundations of Fiduciary Law

Author : Andrew S. Gold
Publisher : OUP Oxford
ISBN 13 : 0191005282
Total Pages : 450 pages
Book Rating : 4.1/5 (91 download)

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Book Synopsis Philosophical Foundations of Fiduciary Law by : Andrew S. Gold

Download or read book Philosophical Foundations of Fiduciary Law written by Andrew S. Gold and published by OUP Oxford. This book was released on 2014-08-15 with total page 450 pages. Available in PDF, EPUB and Kindle. Book excerpt: Fiduciary law is a critically important body of law. Fiduciary duties ensure the integrity of a remarkable variety of relationships, institutions, and organizations. They apply to relationships of great personal significance, including in some jurisdictions the relationship between parents and children. They structure a wide variety of commercial relationships, and they are essential to the regulation of relationships between professional service providers and their clients, including relationships between lawyer and client, doctor and patient, and investment manager and client. Fiduciary duties, perhaps uniquely in private law, challenge traditional ways of marking the boundaries between private and public law, inasmuch as they figure prominently in public governance. Indeed, there is even a storied tradition of thinking of the authority of the state in fiduciary terms. Notwithstanding its importance, fiduciary law has been woefully under-analysed by legal theorists. Filling this gap with a series of chapters by leading theorists, this book includes chapters on: the nature of fiduciary relationships, the connection between fiduciary duties and morality, the content and significance of fiduciary loyalty, the economic significance of fiduciary law, the application of fiduciary principles to public law and international law, the import of fiduciary relationships to theories of authority, and various other fundamental topics in the field. In many cases, new and important questions are raised by the book's chapters. Indeed, this book not only offers a much-needed theoretical assessment of fiduciary topics, it defines the field going forward, setting an agenda for future philosophical study of fiduciary law.