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Representing Corporate Officers, Directors, Managers, and Trustees, Second Edition Supplemented

Monday, October 8, 2012

Representing Corporate Officers, Directors, Managers, and Trustees, Second Edition

By Marc J. Lane

Now Comprehensively Supplemented!

Representing Corporate Officers, Directors, Managers, and Trustees, Second Edition is a guide to the practical aspects of corporate governance for attorneys, officers, directors, managers, and trustees.  The introduction of new legislation, rules, and standards by governmental bodies and society in the wake of recent corporate and accounting scandals has lead to a focus upon the responsibilities and liabilities of directors, officers, managers, and trustees.  A host of new hurdles have arisen.  Increased SEC oversight, new NYSE and NASDAQ listing standards, new fiduciary and other duties, and new criminal penalties have changed the landscape for those who control corporation and have cast new meaning unto preexisting law.

The author's careful examination of the terrain of the current business world with an experienced legal eye identifies these and other new landmarks of law for the busy director or officer.  By logically laying out the new steps to safe corporate governance, the cases, tables, and checklists will comfort the veteran and neophyte alike.

Highlights of the 2012 Supplement

The 2012 Supplement to Representing Corporate Officers and Directors provides guidance to directors, officers, managers, and trustees about the new laws, rules and standards that affect them, including:

  • A new section, Crowdfunding under the Jumpstart Our Business Startups (JOBS) Act (§ 1.09).
  • A new section concerning the duty of care, where directors in Pennsylvania have additional protections compared to those in other states—especially Delaware (§ 3.25).
  • New sections on:
    • Attempts to require public companies to allow shareholders to nominate directors (§ 2.02[M]).
    • Prosecution of officers of FDA-regulated corporations (§ 2.03[G]).
    • “Say on Pay” shareholders votes and the Business Judgment Rule (§ 2.05[A]).
  • New sections concerning poison pill plans:
    • Defense against hostile takeovers (7.12[A])
    • Protecting a net-operating-loss carryover (7.12[B])
  • Expanded discussion of the SEC's new regulatory powers under Dodd-Frank (§ 9.01[A]).
  • Updated discussion of nonprofits and hybrid corporations, such as L3Cs and benefit corporations (§ 11.01).

The Table of Cases and Index have been extensively updated to reflect these additions and revisions.

Click here to get your copy

The Law Offices of Marc J. Lane, A Professional Corporation
180 North La Salle Street
Chicago, Illinois 60601-2701
(312) 372-1040

Nationwide: (800) 372-1040
Facsimile (312) 346-1040

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