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 2013 Supplement

The 2013 Supplement to Representing Corporate Officers and Directors brings the text up to date by reflecting the current needs of directors, officers, managers, and trustees and requirements of the laws, rules, and standards that affect them, including:

• Updated information on crowdfunding under the Jumpstart Our Business Startups (JOBS) Act (see § 1.09).
• New sections on the elimination by New York Stock Exchange of the quorum requirement for shareholder voting (see § 1.10) and on the “admit wrongdoing” policy (see § 1.11).
• A new section concerning constituency statutes—also referred to as stakeholder statutes or non-shareholder statutes—that allow corporate directors to deviate from the doctrine of shareholder value maximization in the best interest of the company (see § 2.02[N]).
• A new section on fiduciary duties in LLCs under state law (see § 2.03[B][3]).
• Additional information about trends in executive compensation (see § 2.04[E][1]).
• A new section on lawyers as whistleblowers under Dodd-Frank (see § 9.01[A][3][a]).
• A new section and table covering “cooperative corporation,” or “cooperative associations,” which are forms of corporations established and owned by the members of the cooperative for the common advantage and mutual benefit of their members who are engaged in a specific activity (see § 11.01[H]).
• Updated information on the spread of benefit corporations (see § 11.01[H]).

The Table of Cases and Index have been extensively updated to reflect these additions, changes, and integrations.

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