Representing Corporate Officers & Directors by Marc J. Lane

An invaluable resource for every officer and director of a for-profit or nonprofit coporation and their attorneys. This invaluable resource covers what to look for, what to look out for, and what steps to take in the protection of your corporate assets and the fiduciaries that control them.

Representing Corporate Officers & Directors by Marc J. Lane List Price:$230.00 (With Free Standard Shipping on U.S. Prepaid Orders) ISBN-13: 9780735550964 Format: Looseleaf

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 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.

• 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

• 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.

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