Responsibilities of Corporate Officers and Directors Under Federal Securities Law, 2010-2011 Edition

Corporate Governance

Responsibilities of Corporate Officers and Directors Under Federal Securities Law, 2010-2011 Edition

Edited by James Hamilton · Ted Trautmann
Aspen October 2010

Specifications

ISBN-13
9780808025740
Publisher
Aspen
Publication
October 2010
Format
Paperback
Jurisdiction
U.S. ? Countri(es) for reference only

Details

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. The materials focus on the Securities Act of 1933 and the Securities Exchange Act of 1934, as well as pertinent provisions of the Investment Company Act of 1940.

The 2010 -2011 Edition includes new discussion of the following:

  • Dodd-Frank Wall Street Reform and Consumer Protection Act
  • Shareholder access to proxies
  • SEC enforcement
  • Recent case law on fraud liability
  • Proxy disclosure concerning Chairman-CEO role, hedging arrangements, compensation consultants

Table of Contents

INTRODUCTION

  1. CORPORATE GOVERNANCE
  2. REGISTRATION-RELATED LIABILITIES
  3. FRAUD LIABILITY
  4. SHAREHOLDER DERIVATIVE ACTIONS
  5. CORPORATE REPORTS
  6. PROXIES
  7. TAKEOVERS AND TENDER OFFERS
  8. SEC ENFORCEMENT
  9. INSIDER STOCK OWNERSHIP REPORTS
  10. SHORT-SWING PROFITS
  11. INSIDER SHORT SALES
  12. RESALES OF RESTRICTED STOCK--RULE 144
  13. INVESTMENT COMPANIES
  14. INDEMNIFICATION
  15. D&O INSURANCE
  16. AUDIT COMMITTEES
  17. REGULATION FD
  18. EXECUTIVE COMPENSATION

Glossary

Finding List

Topical Index

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