Public CompaniesLaw Journal Press, 2002 - Business & Economics 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. |
From inside the book
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Page xiv
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Page xxii
... Insiders 1-31 [ b ] $ 1.04 [ 1 ] [ 2 ] Due Diligence Checklist [ 3 ] Underwriting Agreement CHAPTER 2 Ownership Reporting Requirements [ c ] Insider Trading Rules : Rule 10b - 5 ... Source Materials . . . . List of State Blue Sky ...
... Insiders 1-31 [ b ] $ 1.04 [ 1 ] [ 2 ] Due Diligence Checklist [ 3 ] Underwriting Agreement CHAPTER 2 Ownership Reporting Requirements [ c ] Insider Trading Rules : Rule 10b - 5 ... Source Materials . . . . List of State Blue Sky ...
Page xxv
... Insiders 3-45 [ 1 ] Insiders 3-45 [ 2 ] Section 16 ( a ) Reporting - Forms 3 , 4 , and 5 ... 3-47 [ 3 ] Section 16 ( b ) -Disgorgement 3-48 [ 4 ] " Groups " for Purpose of Section 16 3-50 ... [ 5 ] Other Section 16 Rules 3-50 § 3.10 ...
... Insiders 3-45 [ 1 ] Insiders 3-45 [ 2 ] Section 16 ( a ) Reporting - Forms 3 , 4 , and 5 ... 3-47 [ 3 ] Section 16 ( b ) -Disgorgement 3-48 [ 4 ] " Groups " for Purpose of Section 16 3-50 ... [ 5 ] Other Section 16 Rules 3-50 § 3.10 ...
Page xxviii
... Insider Trading 5A - 35 [ 3 ] Whistleblower Protection 5A - 38 [ 4 ] Guidance for Prosecution and Enforcement Proceedings 5A - 42 § 5A.07 Rules of Conduct .. 5A - 45 [ 1 ] Rules of Ethics for Corporate Executives 5A - 45 [ 2 ] Rules of ...
... Insider Trading 5A - 35 [ 3 ] Whistleblower Protection 5A - 38 [ 4 ] Guidance for Prosecution and Enforcement Proceedings 5A - 42 § 5A.07 Rules of Conduct .. 5A - 45 [ 1 ] Rules of Ethics for Corporate Executives 5A - 45 [ 2 ] Rules of ...
Page 1-2
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Contents
Mergers and Acquisitions 644 | 1-6 |
03 | 1-26 |
Ownership Reporting | 1-33 |
Basic Corporate Organization | 2-1 |
12 | 2-2 |
2 03 | 2-7 |
2 05 | 4 |
08 | 2-25 |
CHAPTER 4 | 4-4 |
03 | 4-17 |
CHAPTER 5 | 5-2 |
CHAPTER | 1 |
5A 03 Corporate Responsibility Safeguards 5A13 | 13 |
5A 07 Rules of Conduct | 45 |
5A 08 Stock Exchange Requirements in Response | 54 |
CHAPTER 6 | 6-1 |
Common terms and phrases
action agreements amended annual meeting approval audit committee authorized board of directors business judgment rule bylaws Certificate of Incorporation charter Circuit Code Ann company's compliance Corp Corporate Governance Corporation Law corporation's court Delaware Delaware Supreme Court disclose disclosure duty of care effective election employee Enron entitled to vote equity securities Exchange Act executive compensation executive officer federal fiduciary duty filed financial statements Form holders indemnification indemnified party independent auditors infra insider trading Insurance internal controls investors issue issuer last visited Dec liability MD&A meeting of stockholders ment N.Y. Bus NASD notice number of shares NYSE person proposal Prospectus proxy statement public companies purchase pursuant reasonable Registration Statement Regulation Sarbanes-Oxley Act Schedule 14A SEC Rel SEC Release Section Securities Act solicitation statute stockholders subsidiary Supp supra tion transaction Underwriters Underwritten Shares York York Stock Exchange