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 2017 Supplement
The 2017 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 discussion of the SEC’s pending regulation requiring the
‘‘clawback’’ of executive compensation which is determined after an accounting restatement to have been erroneously awarded (§ 1.03[F][d]).
- Information about SEC and FINRA rules on ‘‘pay-to-play’’ political contributions by investment advisors (§ 1.03[I]).
- Coverage of Institutional Shareholder Services’ and Glass Lewis’s voting policies for the 2017 proxy season (§ 1.06[A]).
- A discussion of the need for even small corporations to observe corporate formalities (§ 2.02[C][b]).
- A revised section about the increasingly popular requirement that directors secure the votes of a majority of shares to be elected (§ 2.02[E]).
- A discussion of the SEC’s new Compliance and Disclosure Interpretations which provide guidance as to the pay ratio rules (§ 2.04[E][a]).
- Coverage of Institutional Shareholder Services’ newly instituted pay-for-performance methodology (§ 2.04[E][b]).
- A discussion of the Delaware law allowing shareholder meetings to be held online only with no live shareholder participation (§ 2.05).
- A discussion of recent Delaware cases which illustrate when directors may—and may not—benefit from the business judgment rule by having their decisions approved by a shareholder vote (§ 3.09[E]).
- An updated chapter on conflicts of interest including over 100 new and additional citations (Chapter 4).
- A discussion of recent cases in which the SEC has penalized companies for attempting to use severance agreements to suppress whistleblowers (§ 9.01[A]).
- A discussion of the statute of limitations for civil penalties and disgorgement imposed by the SEC (§ 9.01[E]).
- A description of the new and amended SEC rules which ease restrictions on intrastate offerings and crowdfunding (§ 9.02[B][c]).
- New information regarding L3Cs and benefit corporations, including the first benefit corporation to go public (§ 11.01[B] and [C]).
The Table of Cases and Index have been extensively updated to reflect these additions, changes, and integrations.
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