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Expanded and completely reorganized to meet the needs of today's increasingly prescriptive environment, Public Company Deskbook: Complying with Federal Governance and Disclosure Requirements is your one-stop center for expert counsel on how to deal effectively with the overlapping legislative, regulatory and private initiatives to reform public company governance and disclosure practices over the past decade. The enhanced Deskbook provides in-depth practical guidance centered around each of the following areas: Board Structure & Governance; Shareholder Meetings; Audit Committee, Auditor Policy & Auditor Disclosure; Compensation Committee, Compensation Policy & Compensation Disclosure; Public Company Reporting & Compliance; and Corporate Investigations & Whistleblowing. Included are numerous sample forms, checklists and documents, such as sample committee charters, director and officer questionnaires and annual meeting timelines for both NYSE- and Nasdaq-listed companies. Also addressed are current shareholder relations, including the prevalence, SEC-profile and outcome of common shareholder proposals, an analysis of proxy-advisor withhold recommendations and a comprehensive activist update. Written by three partners with Sullivan & Cromwell LLP, Public Company Deskbook: Complying with Federal Governance & Disclosure Requirements, Third Edition is an indispensable resource for securities practitioners, compliance officers, directors, officers, accountants, auditors, and research analysts, and an important reference for securities regulators.
NOTE ABOUT BOOK I am thrilled to present to you my latest publication, “Independent Directors - Legal Perspective in Public Listed Companies in India." This book is a comprehensive guide that aims to demystify the role of independent directors within the Indian corporate governance framework and provide valuable insights into the legal aspects they need to navigate. In today's dynamic business environment, independent directors play a crucial role in promoting transparency, accountability, and good governance practices. This book sheds light on the legal framework governing independent directors in India, equipping them with the knowledge and understanding necessary to fulfill their responsibilities effectively. Here's what you can expect from this book: 1. Understanding the Role: I started by exploring the significance of independent directors and their distinct role in corporate governance. I delve into their fiduciary duties, responsibilities, and the expectations placed upon them by regulators, shareholders, and other stakeholders. 2. Legal Framework: I have provided a comprehensive overview of the legal framework that governs independent directors in India. I have explained the relevant provisions of the Companies Act, SEBI regulations, and other applicable laws, ensuring clarity and understanding. 3. Appointment and Qualification: This section covers the process of appointing independent directors, the eligibility criteria, and the procedures to be followed. I have discussed the importance of independence, integrity, and expertise in ensuring the effectiveness of independent directors. 4. Rights and Liabilities: I have examined the rights and protections available to independent directors, as well as the potential liabilities they may face. I also highlight the importance of due diligence, ethical conduct, and disclosure obligations to mitigate legal risks. 5. Board Dynamics and Decision-Making: Here, I delve into the dynamics of the boardroom, emphasizing the role of independent directors in board discussions, decision-making, and conflict resolution. I provide practical insights on how independent directors can effectively contribute to board processes. 6. Corporate Compliance and Ethics: This section focuses on the compliance responsibilities of independent directors, including their role in overseeing corporate ethics, internal controls, and risk management. I have outlined best practices and provide guidance on ensuring compliance with legal and regulatory requirements. 7. Role in Auditing and Financial Reporting: I have explored the crucial role independent directors’ play in auditing, financial reporting, and ensuring accurate and transparent financial statements. I have discussed their responsibilities in relation to internal and external audits, financial disclosures, and the prevention of fraudulent practices. 8. Corporate Social Responsibility (CSR): Lastly, I have addressed the growing importance of CSR and the role of independent directors in driving CSR initiatives within public listed companies. I have discussed the legal obligations, reporting requirements, and the positive impact independent directors can have on sustainable and responsible business practices. Throughout the book, I have presented real-life case studies, practical examples, and expert insights to enhance your understanding of the legal perspective of independent directors in Indian public listed companies. My aim is to empower independent directors with the knowledge and tools they need to navigate the legal landscape effectively, contribute to good governance, and uphold the interests of stakeholders. I hope that this book will serves as a valuable resource for independent directors, aspiring directors, corporate professionals, and anyone interested in corporate governance practices in India.
This publication provides policy makers, board members, managers, equity providers, creditors and other stakeholders an overview of the issues to be addressed in establishing good corporate governance of non-listed companies.
A comprehensive guide to companies legislation in a convenient paperback volume. Written from the perspective of the 2006 regime, it gives detailed section-by-section commentary alongside the Companies Act 2006 and surviving parts of the previous legislation as well as including the text of relevant statutory instruments.
The Non-executive Directors Handbook is an indispensable guide that deals with the changing role and responsibilities of the Non-Executive Director in companies today. It recognises the increasing importance of the position, the growing pressures on Non-Executive Directors and the need for full compliance with the latest legislation and regulation in order to avoid heavy fines and penalties. This book provides practical information and guidance on all aspects of the role. Written specially for and about non-executive directors the book incorporates useful checklists and summaries. Updated material includes: corporate strategy; risk management; ethics (Global Reporting Initiatives (GRI)); governance (covers current version of the Combined Code); how to improve a company's efficiency and effectiveness; International Standards on Auditing (ISAs); and updates for recent developments of the impact of Sarbanes-Oxley Act. - Best-practice guidelines on all the duties and responsibilities of non-executive directors - Full coverage of corporate strategy, risk management, ethics (especially in line with Global Reporting Initiative [GRI] guidelines), and governance - Shows how to improve a company's efficiency and effectiveness
A handy guide to the Companies Act 2006, packed full of helpful features, including checklists, section by section commentary and appendices of useful materials and extracts, this book provides detailed commentary on the new Companies Act.
The second edition of Critical Company Law provides a framework in which to understand how the company functions in society and a thorough grounding in modern legal doctrine. It shows how modern company law is shaped by a multi-layered history of politics, ideology, economics and power. Through the lens of political economic theory the book shows how the company becomes the mechanism through which the state makes political choices about distributing societies’ wealth and through which it responds to economic crises. The current law reflects an economy marked by a disjuncture between the low profits of the productive economy and the high profits of the finance economy. Critical Company Law examines areas of company law to show how they reflect a fragile economy inexorably drawn to social and economic inequality and short-termism. These include: • The Doctrine of Separate Corporate Personality • Groups of Companies and Tort Liabilities • Company Formation and the Constitution • Directors’ Duties and Authority • Corporate Capacity • Shares and Shareholders • Raising and Maintaining Capital • Minority Protection In this uniquely hybrid book the legal topics are treated with detail and clarity, providing an engaging introduction to the key topics required for a student of company law.