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Corporate Governance: Law and Practice

Corporate Governance: Law and Practice

Comprehensive examination of all aspects of corporate governance.


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    This latest release of the indispensable Corporate Governance: Law and Practice is a completely up-to-date examination of every aspect of corporate governance. It addresses the major policies embodied in legislation, case law, state and federal regulations, stock market listing requirements, and best practices guidelines concerning the rights of shareholders and the obligations of the managers and directors who run and oversee companies on their behalf. This comprehensive and accessible resource offers authoritative analysis and insightful, practical guidance on every critical corporate governance topic. Highlights include discussion of:

    • History and sources of corporate governance plus current and future trends;
    • Shareholders' rights and access to company proxy materials;
    • Legal duties, responsibilities and structure of the board
    • Limiting director and officer liability
    • Developing and disclosing required corporate governance guidelines
    • Separate chapters devoted to nominating/corporate governance, audit and compensation committees, covering composition and procedural requirements, with sample charters for each;
    • Governance issues in the corporate control context
    • Special board committees
    • The importance of the corporate code of conduct as a lynchpin of a company's compliance efforts
    • The roles and responsibilities of the major non-board participants in corporate governance
    • NYSE and Sarbanes-Oxley requirements, the SEC attorney conduct rules, the ABA Model Rules of Professional Conduct, and the Public Company Accounting Oversight Board;
    • Corporate governance aspects of executive compensation.
    • Say-on-Pay, Golden Parachutes, and Shareholder Activism
    • Proposed SEC Rules, § 10C of the Exchange Act, and Independent Compensation Committees
    • Proxy Advisory Services
    • Foreign Laws and Practice
    • Dodd-Frank Governance Rules and Proxy Process
    • SEC Rule 14a-11 Invalidation
    • In re Goldman Sachs Group, Inc. and Shareholder Litigation
    • Entire Fairness
    • SEC, FASB, and Accounting Standards
    • Sarbanes-Oxley § 304 (Forfeiture of Certain Bonuses)

    In addition to expert analysis and practical advice, the treatise includes numerous chapter and treatise appendices for quick reference, including sample charters, sample forms, NYSE and NASDAQ corporate governance listing standards, selected federal securities statutes and regulations, and best practices reports and guidance from influential private sector groups.

    Chapter 1 History and Sources of Corporate Governance
    Chapter 2 The Future of the Corporate Governance Movement
    Chapter 3 Shareholders' Rights
    Chapter 4 Legal Duties and Responsibilities of the Board
    Chapter 5 Limitations on Liability of Officers and Directors
    Chapter 6 Corporate Governance Guidelines for Board Practices and Procedures
    Chapter 7 Board Structure and Processes
    Chapter 8 The Nominating and Corporate Governance Committee
    Chapter 9 The Audit Committee
    Chapter 10 The Compensation Committee
    Chapter 11 Special Committees of the Board
    Chapter 12 Governance in the Corporate Control Context
    Chapter 13 Compliance and the Code of Conduct
    Chapter 14 Roles and Responsibilities of Non-Board Participants in Corporate Governance
    Chapter 15 Executive Compensation: The Compensation Consultant's Perspective
    Chapter 16 Executive Compensation: Legal and Regulatory Issues

    Appendix A Business Roundtable, Principles of Corporate Governance (May 2002)

    Appendix B NYSE Corporate Governance Standards, NYSE Listed Company Manual ' 303A: SEC Release No. 34-50298 (Aug. 31, 2004) [NYSE Proposed Amendments to NYSE ' 303A]

    Appendix C Selected NASD Rules: NASD Rule 4200(a)(15); IM 4200; NASD Rule 4350; IM 4350-4; IM 4350-5; IM-4350-7

    Appendix D Federal Securities Statutes and Regulations Relating to Public Company Outside Auditors and Board Audit Committees

    Appendix E Federal Securities Statutes and Regulations Relating to Certification of Periodic Reports and Management Assessment of Internal Controls

    Appendix F Federal Securities Statutes and Regulations Relating to Executive Compensation, Loans to Executives and Insider Trading During Pension Fund Blackout Periods

    Appendix G Federal Securities Statutes and Regulations Relating to Rules of Professional Responsibility for Attorneys

    Appendix H Federal Securities Statutes and Regulations Relating to Codes of Ethics for Senior Financial Officers

    Appendix I Federal Securities Statutes and Regulations Relating to Procedures for Nomination of Candidates for Director and Disclosures Relating to Nominating Committee and to Resignation of Directors

    Index

     

    Amy L. Goodman


    Amy L. Goodman is a Partner at Gibson, Dunn & Crutcher LLP in Washington, D.C. She is a member of the firm's Securities Regulation and Corporate Transactions groups. She advises clients with respect to securities law disclosure and regulatory issues and corporate governance matters. Ms. Goodman joined the firm after serving as a free-lance editor and author of books and newsletters on securities and corporate law topics, including Editor-in-Chief of Insights: The Corporate and Securities Law Advisor, The Investment Lawyer, and The Corporate Governance Advisor. She also is co-editor of A Practical Guide to SEC Proxy and Compensation Rules. Ms. Goodman previously was with the Securities and Exchange Commission for 11 years, holding several positions with the SEC's Division of Corporation Finance, including Associate Director (EDGAR), Deputy Associate Director, Assistant Chief of the Office of Disclosure Policy, and Chief of the Task Force on Corporate Accountability. She also served as Legal Assistant and Special Counsel to SEC Chairman Harold Williams and as an attorney in the SEC's Division of Investment Management. In 1985, Ms. Goodman received the SEC's Distinguished Service Award, and, in 1986, she received the Presidential Meritorious Executive Award.

    Ms. Goodman received her Juris Doctorate degree cum laude from the Boston University Law School and an LL.M. with emphasis in securities law, from the Georgetown University Law Center. She earned a Bachelor of Arts degree in political science from Boston University. Ms. Goodman is admitted to practice in the District of Columbia and Massachusetts. She is Chair of the Shareholder and Investor Relations Subcommittee of the Corporate Governance Committee of the American Bar Association's Business Law Section and a member of the Federal Regulation of the Securities Committee of the Business Law Section and the Securities Law Committee of the American Society of Corporate Secretaries. Ms. Goodman is also a frequent speaker at continuing legal education programs and other professional events.

    In addition to serving as General Editor of this treatise, Ms. Goodman is the author of Chapter 1.

    Bart Schwartz


    Bart Schwartz is Deputy General Counsel and Corporate Secretary of Marsh & McLennan Companies, Inc. (NYSE: MMC), a holding company for financial services businesses including insurance and reinsurance brokerage and other insurance services, risk consulting, management and human resources consulting, and asset management. Previously, he was General Counsel and Senior Vice President of The MONY Group Inc., an insurance and diversified financial services company; before that, he was Senior Vice President, General Counsel and Secretary of Willis Corroon Corporation, an insurance brokerage and risk management consulting company.

    Mr. Schwartz began his legal career in 1978 with Debevoise & Plimpton in New York and later joined the Los Angeles office of Skadden, Arps, Slate, Meagher & Flom. He holds a J.D. from the University of Southern California School of Law, where he was an editor of the law review and Legion Lex Scholar, and an MBA from the Owen School of Management at Vanderbilt University, where he graduated with highest honors.

    Mr. Schwartz serves on the board of the Corporate Counsel Association (formerly ACCA) and the board of its Greater New York Chapter. He is also on the Board of Directors of Lawyers Alliance for New York, for which he serves as Secretary. Mr. Schwartz is a frequent writer and speaker on corporate governance, securities law, mergers and acquisitions and other corporate law topics. He also serves as a corporate governance analyst for Lexis/Nexis and as a member of the Editorial Advisory Board of D&O Advisor.

    In addition to serving as General Editor of this treatise, Mr. Schwartz is the author of Chapters 9, 10 and 16.

     

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