Corporate Governance for Public Company Direct Corporate Governance for Public Company Direct

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9780735541030

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Corporate Governance for Public Company Directors takes you step-by-step through the new regulatory requirements that now shape the role of the corporate director. You'll find all of the information you need, including complete coverage of:

  • Sarbanes-Oxley Act
  • NYSE Rules
  • NASDAQ Rules

In this essential new work, the author:

  • explains the roles boards play in giving strategic direction to the company, in reviewing proposed acquisitions and declaring dividends, as well as the difficulties they face in change of control situations.
  • guides directors in the practicalities of how to establish agendas and review minutes.
  • provides tips on how to establish a productive and manageable flow of information.
  • evaluates the use of independent legal counsel and other advisers, and investigations, as well as the roles directors should play in communications with shareowners and other constituencies through proxy statements, SEC filings and on-line conference calls.
  • devotes several chapters to the more limited impact of the new rules on boards of mutual funds and non-U.S. issuers.

Finally, and of great value, the author tells directors how to work together cohesively, what "red flags" to look for that signal trouble on the horizon and what factors to consider in deciding whether to accept a directorship... or resign from one!

Many of the book's best chapters are short and pithy. A few chapters, such as those on the specialized roles of the compensation and audit committees under the new standards, require (but reward) patience with the detail. These have become complex technical subjects that are almost meaningless without the details.

The number of practical suggestions in this little book is amazing, and although not every corporate governance expert will agree with every suggestion, taken as a whole, the compendium is uniquely useful. Having himself been a senior corporate officer and director, and a partner in two national law firms, as well as independent counsel to mutual fund and other boards, the author knows, as much as anyone today, whereof he writes.

Turn to Corporate Governance for Public Company Directors for quick, expert advice on what directors need to know about the new rules, and how to be a hero in today's corporate climate.

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