The Role of Independent Directors After Sarbanes-Oxley

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American Bar Association, 2007 - Law - 173 pages
This book is intended to provide independent directors and their advisors with an understanding of the primary legal and governance issues that have evolved in the corporate governance environment since the passage of the Sarbanes-Oxley Act in 2002. The text on the accompanying CD-ROM sourcebook offers hypertext linked footnotes to direct lawyers (or interested non-lawyers) to legal source material.

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Contents

State
1
Cases
6
Brincat 722 A 2d 5 9 Del 1998
9
Director Independence
13
SEC Release 338180 January 24 2003
14
Fiduciary Duties Director Liability and
27
Bayless Manning The Business Judgment Rule
31
TIAACREF Policy Statement on Corporate Gover
32
Rosen Resistances to Reforming Corporate Gover
92
The Shareholders Role in Governance
99
Ernst Maug What is the Function of the Shareholder
107
Institutional Shareholder Services Analysis of Syman
115
Conclusion
124
SEC Speech SEC Commissioner Harvey J Gold
126
In re Cady Roberts 40 SEC 907 1961 Cady
128
Smyth No 0411985 2005 U S App LEXIS
136

Household International Inc 490 A
33
Delaware General Corporation Law Sec 2163
41
Other Material
46
Statutes
47
Ronald E Berenbeim The Enron Ethics Breakdown
55
Regulations SEC Forms and Stock Exchange Rules
57
Committees
61
SEC Release 3453677 File No PCAOB200601
68
SEC Release No 338655 2006Compensation
83
SEC Release 338150 2002 First Part 205
142
Securities Trading Obligations of Independent
147
Texas Gulf Sulphur 258 F Supp 262
149
SEC Forms
162
Index
167
NASDAQ IM43504
169
About the Author 173
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