Representing Corporate Officers, Directors, Managers, and Trustees, Second Edition, by Marc J. Lane, 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 2016 Supplement

The 2016 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:

• A new section on the SEC’s guidance on cybersecurity measures for registered investment advisers and registered investment companies (§1.03[G]).
• A new section regarding the application of cryptographic blockchain technology to securities transactions (§1.03[H]).
• A new section describing recent trends in proxy access proposals which allow shareholders to nominate corporate directors (§1.06[A][4]).
• A revised section on crowdfunding, taking into consideration SEC rules which took effect in 2016 (§1.09).
• A revised section on Nasdaq listing standards, including a rule change which allows companies which fail to hold an annual meeting time to submit a plan to come into compliance (§1.11).
• A section on new developments in executive compensation, focusing on the SEC’s rules on the CEO pay ratio and pay for performance (§2.04[E][10]).
• A revised section on the duty to disclose, focusing on a corporation’s duty to reveal concerns about executives’ health or mental competence (§3.08).
• A new section on SEC awards to whistleblowers who are outsiders to a company (§9.01[A][3][b]).
• Revised and updated coverage of benefit corporations (§11.01[C][1]).
• A new section covering California’s new regulations on the supervision of charitable corporations and their directors (§11.05[B][3][d]).

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

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