WK Cheetah. Securities - Corporation Law & Governance.
Discussion of the personal duties and liabilities of corporate officers and directors under federal securities law. From the vast body of federal laws, rules, interpretations, enforcement actions and court decisions dealing with securities offerings and transactions, those of particular interest to company boards and management are discussed in this guide. The materials focus primarily on duties and liabilities under the 1933 and 1934 Acts, with attention to relevant aspects of the Investment Company Act, the Sarbanes-Oxley Act, and the Dodd-Frank Wall Street Reform and Consumer Protection Act. Also included is discussion of selected topics arising from state law, including the business judgment rule, D&O liability insurance, and indemnification. The 2012-2013 Edition includes new or expanded discussions of the duty of due care and entire fairness doctrine; demand on directors; industry activity on proxy advisory services; say-on-pay in connection with the business judgment rule; recent case law on poison pills; whistleblowers; the statute of limitations in private actions under Section 16(b); PCAOB Auditing Standard No. 16; recent activity of the SEC and PCAOB with respect to IFRS; recent case law on performance-based compensation; and SEC regulations on compensation committees.
Includes index. Database includes most recent edition only.
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Description based on information screen, viewed June 23, 2015.