Corporate Governance Law and Practice

作者： Amy L. Goodman; Bart Schwartz
出版商： LexisNexis Matthew Bender
ISBN: 9780820527550
出版时间 Subscription-type (Contents updated periodically)
规格： Loose-leaf (2 volumes)
适应领域： U.S. ? 免责申明：
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This timely new treatise examines all aspects 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. Coverage includes:

·           An overview of the history and sources of corporate governance, as well as a discussion of current and future trends;

·           Discussion of shareholders' rights and developments relating to shareholder proposals and access to company proxy materials;

·           An overview of the legal duties and responsibilities of the board, including the business judgment rule, and discussion of board structure and specific board processes;

·           Concise yet thorough discussion on limiting director and officer liability through expert analysis of indemnification, D&O insurance, and exculpation under the Delaware General Corporation Law;

·           Expert advice on developing and disclosing required corporate governance guidelines, including sample guidelines and a comprehensive chart comparing United States company guidelines with codes of best practices;

·           A separate chapter devoted to each of the nominating/corporate governance, audit and compensation committees, covering composition and procedural requirements and including a sample charter for each;

·           Discussion of governance issues in the corporate control context, with explication of the enhanced scrutiny applied by courts in such contexts, and practical guidance on appropriate preparatory actions and responses to takeover proposals and going private and hostile tender offers;

·           A separate chapter on special board committees, focusing on the purpose, membership criteria and requirements of both special negotiating and special litigation committees;

·           An informative discussion of the importance of the corporate code of conduct as a lynchpin of a company's compliance efforts, including in-depth review of the legal and regulatory background; discussion of the Federal Sentencing Guidelines for Organizations compliance standards; Sarbanes-Oxley Act, SEC and SRO code of conduct requirements; and practical advice on creating, implementing and monitoring the code with references throughout to the model code included in the chapter appendices;

·           An insightful discussion of the roles and responsibilities of the major non-board participants in corporate governance: the CEO; the CFO, the Head of the Internal Audit; the Corporate Secretary; the Chief Governance Officer; the Chief Compliance Officer; the General Counsel and the Independent Public Accountants. Related topics include requirements for the NYSE and Sarbanes-Oxley Sections 302 and 906 CEO and CFO certifications; the SEC attorney conduct rules; the ABA Model Rules of Professional Conduct; and the role of the Public Company Accounting Oversight Board;

·           Comprehensive coverage of corporate governance aspects of executive compensation. 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

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

l   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]

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

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

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

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

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

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

l   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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