Public Companies

Front Cover
In the wake of corporate scandals and diminished confidence in business and the financial markets, the need has never been greater for a handbook detailing how to operate a responsible public company. Public Companies is designed to aid directors, officers and general counsel of public companies and those intending to go public. More than just a "how-to" guide, it is a comprehensive examination of corporate governance, internal controls and law compliance requirements, as well as the many other issues one needs to consider to be a responsible corporate citizen. Coverage includes legal obligations, best practices, new developments and pragmatic approaches to common problems for start-up companies and well-established businesses alike.

You'll get advice and analysis from start to finish--from the decision to go public to organizing the corporation, doing an IPO and meeting ongoing reporting and registration requirements. You'll learn all about setting up law compliance programs, implementing finance and accounting controls, complying with the regulatory scheme created by the Sarbanes-Oxley Act of 2002, and communicating with shareholders. You'll also find chapters on e-commerce, financially troubled companies and other important subjects.

Public Companies is the complete guide for executives, lawyers and entrepreneurs dedicated to establishing or sustaining a responsible public company.

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Accounting Estimates 356 3
3 Components
5 Management Reports
5A 03 Corporate Responsibility Safeguards 5A13
5A56 6
1 Methods of Making Stockholder
h Exchange Listing NASDAQ

Finance and Accounting Controls

Common terms and phrases

About the author (2002)

Jonathan M. Hoff is a partner in the Litigation Department in the New York office of Cadwalader, Wickersham & Taft LLP. He has written extensively on securities and corporate litigation and counseling, current developments in mergers and acquisitions, the business judgment rule, and stockholder litigation. Mr. Hoff received his undergraduate degree from the University of California at Berkeley and his law degree from UCLA.

Lawrence Larose is a partner with Winston & Strawn LLP's corporate department and heads the firm's financial restructuring practice, a part of the firm's restructuring and insolvency group. Mr. Larose assists corporate clients with sophisticated in-court and out-of-court restructurings, including mergers and acquisitions and other financial transactions. Much of his experience involves counseling major financial institutions, including investment banks, commercial banks, financial guarantors, and insurance companies. Among his most prominent cases, Mr. Larose is the lead counsel in the recent restructuring of MBIA Insurance Corp., the largest financial guaranty insurer in the world, and represents parties in the restructuring of Syncora Guarantee, Inc. and Financial Guaranty Insurance Company. Mr. Larose was also lead corporate counsel in the Confederation Life Insurance Company and Mutual Benefit Life Insurance Company cases, the two largest life insurance industry restructurings in U.S. history. He also was chief restructuring counsel to Foster Wheeler Ltd., one of the nation's largest out-of-court restructurings. Mr. Larose is a member of the American Bar Association, The Association of the Bar of the City of New York, the New York State Bar Association, and the New York County Lawyers Association. Mr. Larose received a B.A., summa cum laude, in 1980 from Tufts University and a J.D., magna cum laude, in 1983 from Georgetown University Law Center, where he was a member of the Georgetown Law Journal.

Frank J. Scaturro is a partner with Fisher Broyles. He specializes in commercial litigation and political law, with a focus on securities and regulatory issues; matters in connection with government institutions and political campaigns; and issues of constitutional law. Mr. Scaturro has been active in elective politics for over 20 years, including as a candidate for Congress, and has experience both inside and outside all three branches of the federal government. He has extensive background in constitutional law, including past service as Counsel for the Constitution on the Senate Judiciary Committee. He has also taught courses on constitutional law and the legislative process as a Visiting Professor at Hofstra Law School. Mr. Scaturro has published a number of books and articles in his areas of specialty, including The Supreme Court's Retreat from Reconstruction (2000), an exploration of 13th, 14th, and 15th - Amendment jurisprudence, a well as in history and politics, where his publications include President Grant Reconsidered (1998), a reassessment of U.S. Grant's presidency, and a collaboration with Senator Arlen Specter on Never Give In: Battling Cancer in the Senate (2008), the senator's memoir on his struggle with Hodgkin's lymphoma.

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