"This work covers the most important aspects of a director's duties and responsibilities." --p. ix.

Responsibilities of Corporate Officers and Directors Under Federal Securities Law alerts board members and management to their personal duties and liabilities under the federal securities laws. From the vast body of federal laws, rules, administrative interpretations, and court decisions dealing with securities offerings and transactions, those of particular interest to corporate officers and directors as individuals are discussed here.

As a result of numerous recent corporate and accounting scandals, corporate officers, directors, managers, and trustees now face a host of new problemsand—ranging from a blizzard of new legislation, rules, and responsibilitiesand—to increased SEC oversight, new NYSE and NASDAQ listing standards, new fiduciary and other duties, and crushing new criminal penalties. Representing Corporate Officers, Directors, Managers, and Trustees tells you what to look for...what to look out for...and what steps to take to protect your corporate clients in todayand’s harsh regulatory environment. Itand’s the only up-to-date work of its kind to offer both in-depth analysis and practical guidance on every key aspect of this critically important area. This completely updated Second Edition thoroughly covers: Directorsand’ duty of careand— including the different standards which have been imposed on directors regarding the duty of care...the duty of loyalty...the business judgment rule... when directors are entitled to rely on the advice of others...improperly influencing audits under the Sarbanes-Oxley Act... improper distributions...and more. Conflicts of interestand—with examples of conflict of interest transactions, and discussion of loans to or by directors and officers...secret profits...and the duty to safeguard confidential or inside informationand— plus, how certain transactions considered improper can be ratified and thus become legitimate. Federal securities lawsand—including everything from overviews of the laws, the SEC, and securities themselvesand— to jurisdiction, pleading, remedies, and defenses in securities cases... the new criminal penalties...and attorneysand’ responsibilities regarding liability under Sarbanes-Oxley. Indemnification and insuranceand— with discussion of mandatory and permissive indemnification and the scope of indemnification in various states... when a director may be indemnified even if not wholly successful in defense of anaction...directorsand’ and officersand’ liability insurance...types and extent of insurance coverage...tax law treatment...and exclusions. Tender offersand—including antitakeover measures, two-tier and squeeze-out mergers, and golden parachute agreements, poison pill plans, and greenmail...potential liability in tender offers...and implementing mergers and acquisitions, with securities law, antitrust, tax, accounting, and labor law considerations.

Representing Corporate Officers and Directors and LLC Managers, Third Edition (formerly titled Representing Corporate Officers, Directors, Managers, and Trustees) is a guide to the practical aspects of corporate governance for attorneys, corporate officers and directors, LLC managers, and trustees. Following the repercussions of past corporate and accounting scandals, new legislation, rules, and standards by governmental bodies and society have greatly increased the focus on the responsibilities and liabilities of directors, officers, managers, and trustees. Increased SEC oversight, new NYSE and NASDAQ listing standards, new cybersecurity compliance guidance, new fiduciary and other duties, and new criminal penalties have all changed the landscape for those who control corporations. By logically laying out the steps to safe corporate governance, the analysis, cases, tables, and checklists guide the veteran and neophyte alike. Representing Corporate Officers and Directors and LLC Managers tells you what to look for...what to look out for...and what steps to take to protect your corporate clients in today's harsh regulatory environment. It's the only up-to-date work of its kind to offer both in-depth analysis and practical guidance on key aspects of this critically important area. This updated Third Edition thoroughly covers: Directors' duties of care and loyalty-- including the different standards which have been imposed on directors regarding the duty of care...the duty of loyalty...the business judgment rule... when directors are entitled to rely on the advice of others...improperly influencing audits under the Sarbanes-Oxley Act... improper distributions...and more. Conflicts of interest--with examples of conflict of interest transactions, and discussion of loans to or by directors and officers...secret profits...and the duty to safeguard confidential or inside information-- plus, how certain transactions considered improper can be ratified and thus become legitimate. Federal securities laws--including everything from overviews of the laws, the SEC, and securities themselves-- to jurisdiction, pleading, remedies, and defenses in securities cases... criminal penalties...and attorneys' responsibilities regarding liability under Sarbanes-Oxley. Indemnification and insurance-- with discussion of mandatory and permissive indemnification and the scope of indemnification in various states... when a director may be indemnified even if not wholly successful in defense of an action...directors' and officers' liability insurance...types and extent of insurance coverage...tax law treatment...and exclusions. Tender offers--including antitakeover measures, two-tier and squeeze-out mergers, and golden parachute agreements, poison pill plans, and greenmail...potential liability in tender offers...and implementing mergers and acquisitions, with securities law, antitrust, tax, accounting, and labor law considerations.

Designed to help nonprofit board members and senior staff, "The six books address all of the fundamental elements of service common to most boards, including board member responsibilities, how to structure the board in the most efficient manner, and how to accomplish governance work in the spirit of the mission of the organization."--Pg. 2 of Book 1

Increasing globalization, cutthroat competition, recurrent financial crises, and new social media technology provide unimaginable strain on companies to rethink their human resources practices. Such ever-growing business environments particularly call upon companies to develop sustainable leadership practices and create a well-established organizational climate. By promoting an organizational value system, the leader can influence the work behavior and attitudes of the employees and results. Corporate Leadership and Its Role in Shaping Organizational Culture and Performance is an essential reference source that investigates the influence of corporate leadership on the organizational culture and performance of a company and ways in which this understanding can improve firm effectiveness, nurture entrepreneurial behavior and practices, and establish innovative processes. Featuring research on topics such as intellectual capital, job satisfaction, and gender inequality, this book is ideally designed for managers, executives, business leaders, entrepreneurs, researchers, academicians, and students.

Bank Directors', Officers', and Lawyers' Civil Liabilities, Second Edition is an essential resource for any attorney who is litigating or attempting to settle cases brought by the federal and state banking regulators against directors, officers, and legal counsel of financial institutions. It provides current analysis of the new law emerging from the courts, the Supreme Court's landmark decision in O'Melveny and& Myers v. FDIC and the demise of the federal common law regarding failed financial institutions. Directors' and officers' liability insurance and bank fidelity bonds are also covered in detail. John K. Villa guides you through the complexities of litigating an action - and discusses ways to reduce the chances of litigation - with strategic recommendations for all key players. This authoritative treatise answers essential questions such as: When is a bank director indemnified? How is the statute of limitations applied? What added responsibilities does a lawyer assume by becoming a bank director; does federal or state law control? What are acceptable courses of conduct for the bank? What must agencies prove before a court will enforce an administrative subpoena for financial data? How does the Sarbanes-Oxley Act of 2002 affect those banks that constitute a public company?