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CSC® The Directors' Handbook, 2013 Edition

CSC® The Directors' Handbook, 2013 Edition

The Directors' Handbook is the resource you need to successfully lead your company in a post-Sarbanes-Oxley environment.


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Publisher :Corporation Service Company
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    The Directors' Handbook is the resource you need to successfully lead your company in a post-Sarbanes-Oxley environment. Concise, well-written, and published in user-friendly paperback format, the Handbook discusses the evolving role of the director, presenting a detailed overview of the issues directors face in the wake of corporate scandals and heightened liability.

    The Directors' Handbook offers insight on how to best handle executive compensation, hostile takeover attempts and proxy battles, and offers analysis of such vital issues as creating an audit committee charter, crisis management, and director and officer insurance. You will find the most recent information about majority (rather than plurality) voting for directors; staggered board repeals; best practices for handling restatement crises; and the political economy of corporations.

    The 2013 Edition explores the challenges directors face when trying to process the volumes of information that they receive, the ?merger objection litigation? phenomenon as it relates to director conduct, and the challenges presented by economic rebound and consolidation.

    CD-ROM

    The Directors' Handbook includes a companion CD-ROM containing the key cases and legislation that form the basis for corporate governance here and abroad. The CD-ROM contains or links to:

    •  The Sarbanes-Oxley Act
    •  The NYSE Requirements for Corporate Governance
    •  The Combined Code of the United Kingdom<
    •  The following key cases: Ryan, Tyson, Disney, Revlon, Unocal,Unitrin, Weinberger, Van Gorkum, Blasius


    To learn more about other CSC® Publishing products, please visit www.lexisnexis.com/csc.

    Pub 22310


    The eBook versions of this title feature links to Lexis Advance for further legal research options.

    TABLE OF CONTENTS

    Foreword: Developing Insightful Oversight

    Preface to the First Edition

    1. The Role of the Director

    2. Corporate Governance

    3. Director Due Diligence

    4. Crisis Management

    5. Compensation

    6. Litigation

    7. Director and Officer Insurance and Indemnification

    8. The Political Economy of Corporations

    9. Board Minutes and Directors' Notes

    10. The Changing Legal Landscape: Mickey Mouse and the Cats around the Fishbowl

    11. Corporate Secretarial Practice

    APPENDIX A

    APPENDIX B

    SUBJECT INDEX
    CASE INDEX
    STATUTES INDEX

    TABLE OF RULES AND STANDARDS

    THE DIRECTORS' HANDBOOK COMPANION CD-ROM

    Case Law
    In re Walt Disney Co. Derivative Litigation, 906 A.2d 27, 2006 Del. LEXIS 307 (Del. 2006) (Supreme Court)
    In re Walt Disney Co. Derivative Litigation, 907 A.2d 693, 2005 Del. Ch. LEXIS 113, 35 Employee Benefits Cas. (BNA) 1705 (Del. Ch. 2005) (Chancery Court)
    Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc., 506 A.2d 173, 1986 Del. LEXIS 1053 (Del. 1986)
    Unocal Corp. v. Mesa Petroleum Co., 493 A.2d 946, 1985 Del. LEXIS 482 (Del. 1985)
    Unitrin, Inc. v. American General Corp. (In re Unitrin, Inc.), 651 A.2d 1361, 1995 Del. LEXIS 13 (Del. 1995)
    Weinberger v. UOP, Inc., 457 A.2d 701, 1983 Del. LEXIS 371 (Del. 1983)
    Smith v. Van Gorkom, 488 A.2d 858, 1985 Del. LEXIS 421, Fed. Sec. L. Rep. (CCH) P91921, 46 A.L.R.4th 821 (Del. 1985)
    Blasius Industries, Inc. v. Atlas Corp., 564 A.2d 651, 1988 Del. Ch. LEXIS 103 (Del. Ch. 1988)
    In re Tyson Foods, Inc. Consolidated Shareholder Litigation, 919 A.2d 563, 2007 Del. Ch. LEXIS 19 (Del. Ch. 2007)
    Ryan v. Gifford, 918 A.2d 341, 2007 Del. Ch. LEXIS 22 (Del. Ch. 2007)

    Other Reference Materials
    Sarbanes-Oxley Act of 2002
    Links to The Combined Code from the UK
    Links to The NYSE Requirements for Corporate Governance
    Sources for Corporate Governance Abroad
    International Corporate Governance Codes
    Sources for Board Minutes and Directors' Notes
    2012 Foreword

     

    Thomas J. Dougherty


    Tom Dougherty has been a partner at Skadden, Arps since 1984. He specializes in representation and defense of companies and their officers, directors, underwriters and auditors. He has been involved from the boardroom to the courtroom in many significant jury and judge-tried cases litigated in the past twenty-five years, including litigating in defense of corporate actions and disclosures, proxy contests, hostile takeover cases and numerous class action defenses. Tom Dougherty was born in Boston and educated at local parochial schools and Holy Cross College. He then attended Oxford University as a Marshall Scholar and received a B. Phil. degree in economics. He was also named a Danforth Foundation Fellow and Woodrow Wilson Fellow at that time. He attended Harvard Law School, graduating in 1976, and subsequently was a law clerk to Stephen Breyer, then a judge on the U.S. Court of Appeals for the First Circuit, now a Supreme Court Justice.

    Corporation Service Company


    Corporation Service Company is a leading provider of legal and financial services for many of the world's largest companies, financial institutions and law firms. Founded in 1899, CSC® offers clients corporate compliance and governance services, intellectual property management and domain name management services, entity management services, public record document and retrieval services, publications, uniform commercial code and motor vehicle titling services, litigation management and registered agent services.

     

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