2010 Supplement Highlights

Thanks to the numerous recent corporate and accounting scandals, officers and directors of for-profit and nonprofit corporations and their attorneys, 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, Managers, and Trustees tells you what to look for, what to look out for, and what steps to take to protect your corporate assets and yourself 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
  • 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, directors, and attorneys with the most comprehensive, up-to-date, and instantly useful guide in its field-an invaluable resource for officers and directors of for-profit and nonprofit corporations and their attorneys.

Table of Contents
  1. Introduction
  2. Managerial Structure of a Corporation
  3. Duty of Care
  4. Conflicts of Interest
  5. Corporate Opportunity
  6. Selling Control
  7. Directors' Role in Tender Offers
  8. Potential Liability -- Tender Offers
  9. Implementing Mergers & Acquisitions
  10. Liability under Federal Securities Laws
  11. Dividends and Other Corporate Distributions
  12. Nonprofit Corporations
  13. Indemnification and Insurance

To order Representing Corporate Officers, Directors, Managers, and Trustees, click here > > >



Announcing Marc J. Lane's 35th Book:

The Mission-Driven Venture: Business Solutions to the World's Most Vexing Social Problems

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