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 2014 Supplement

The 2014 Supplement to Representing Corporate Officers and Directors brings the text up to date by reflecting the most up-to-date needs of directors, officers, managers, and trustees and requirements of the laws, rules, and standards that affect them, including:

• Expanded discussion of the Sarbanes-Oxley Act highlighted by 2013-2014 developments in the U.S. Supreme Court (§ 1.03[E])
• Expanded discussion of crowdfunding, highlighting new rules passed by the SEC and what the entrepreneurial market can expect in the future (§ 1.09)
• A new section on NASDAQ revised listing standards (§1.11)
• A new section on potentially significant changes to the definition of “accredited investor” (§ 1.12)
• A new section on recently released guidelines on M&A broker-type activities (§ 1.13)
• A new section concerning reforms to LLC statutes, where states are focused on minority oppression (§ 1.15)
• New sections on:
• An expansive take on the interpretation of “knowledgeable employees” under transactions under the Investment Company Act of 1940 (§ 2.02[K][3])
• 2013-2014 rules and regulation trends in executive compensation (§ 2.04 [E][1][a])
• A new section on California’s major overhaul of its Revised Uniform Limited Liability Company Act (§ 3.03[D])
• A new section concerning the creative structure of poison pill laws under recent case law (§ 7.12[A][1])
• A new section concerning new disclosure obligations during M&A activities (§ 8.05[C][1])
• New sections concerning securities liabilities and Dodd-Frank:
• New case law concerning in-house counsel whistleblowers (§ 9.01[A][3][a])
• New rules for municipal advisors under Dodd-Frank (§ 9.01[A][3][b])
• Revisions to Rule 506 under Regulation D (§ 9.02[B][4][a][i])
• Proposed overhaul to Regulation A (§ 9.02[B][4][b][i])
• Expanded discussion on the SEC’s new regulatory enforcement powers (§ 9.02[C][1])
• New sections on developments in nonprofit and hybrid corporations:
• Shifts in L3C and benefit corporation statutes (§ 11.01[B][1])
• New state statutes for benefit corporations (§ 11.01[C][1])
• Delaware’s new public benefit corporation law (§ 11.01[C][1][b])
• New York’s revised Not-for-Profit Corporation Law (§ 11.05[B][1])

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

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