Corporate Governance Best Practices: Strategies for Public, Private, and Not-for-Profit Organizations

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John Wiley & Sons, Aug 8, 2006 - Business & Economics - 288 pages
Praise for Corporate Governance Best Practices

"A thorough and thoughtful guidebook on the governance lay of the land."
-Professor Charles M. Elson, Woolard Chair in Corporate Governance and Director of Weinberg Center for Corporate Governance, University of Delaware

"Frederick Lipman provides a comprehensive approach to best corporate governance practices for all organizations, which is current, thoughtful, and practical. Directors and corporate governance personnel of public, private, and not-for-profit organizations must read this book."
-Professor Raphael H. Amit, Director of Goergen Entrepreneurial Management Program, Wharton School of Business

"Fred Lipman is considered by many directors and CEOs to be the preeminent expert on corporate governance in the country. His advice on this important topic, which impacts the boards of all types of organizations-public, private, and not-for-profit-is required reading in this day and age."
-Frederick (Ted) Peters, Chairman and Chief Executive Officer, Bryn Mawr Bank Corporation (aka The Bryn Mawr Trust Company)

"Boards of directors must be aware of best corporate governance practices in order to be effective in their oversight role and that is true for all not-for-profit organizations, including universities, as well as public and private companies. Frederick Lipman has authored a practical and comprehensive guide to 'best practices' for all boards of directors, which is required reading."
-George P. Tsetsekos, PhD, Dean, Bennett S. LeBow College of Business, Drexel University

"In a world of 'good,' 'better,' 'best,' where 'good' and 'better' may not be good enough, Fred Lipman's new book is a straightforward, and even comforting, compendium of BEST governance practices for serious directors. It is a handy and reassuring tool for the conscientious."
-Allen R. Freedman, Audit Committee Chairman, StoneMor Partners LP,Founding Director, Association of Audit Committee Members

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Contents

Strategies for Public Private and NotforProfit Organizations Part I Best Practices for All Organizations
1
Strategies for Public Private and NotforProfit Organizations Part II Information Technology Corporate Governance
107
Strategies for Public Private and NotforProfit Organizations Part III The Public Company Audit Committee
135
Strategies for Public Private and NotforProfit Organizations Part IV Private and NotforProfit Organizations
213
Strategies for Public Private and NotforProfit Organizations Part V Appendixes
235
Strategies for Public Private and NotforProfit Organizations Index
267
Copyright

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Page 241 - To make any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading...
Page 167 - ... make and keep books, records, and accounts, which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the issuer...
Page 202 - Board, to provide to that issuer, contemporaneously with the audit, any nonaudit service, including — (1) bookkeeping or other services related to the accounting records or financial statements of the audit client; (2) financial information systems design and implementation; (3) appraisal or valuation services, fairness opinions, or contribution-in-kind reports; (4) actuarial services; (5) internal audit outsourcing services; (6) management functions or human resources; (7...
Page 244 - USC 78m or 78o(d)) to contain an internal control report, which shall — (1) state the responsibility of management for establishing and maintaining an adequate internal control structure and procedures for financial reporting...
Page 149 - ... shall also be liable jointly and severally with and to the same extent as such controlled person to any person to whom such controlled person is liable, unless the controlling person had no knowledge of or reasonable ground to believe in the existence of the facts by reason of which the liability of the controlled person is alleged to exist.
Page 137 - affiliate' of, or a person 'affiliated' with, a specified person, is a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the person specified. "(f) Control. The term 'control' (including the terms 'controlling,
Page 241 - ... in all material respects the financial condition and results of operations of the issuer...
Page 30 - I am of the view that a director's obligation includes a duty to attempt in good faith to assure that a corporate information and reporting system, which the board concludes is adequate, exists, and that failure to do so under some circumstances may, in theory at least, render a director liable for losses caused by non-compliance with applicable legal standards."129 Hoewel de Court of Chancery van Delaware niet ingaat op de formulering uit Graham v.

About the author (2006)

FREDERICK D. LIPMAN is a partner with the law firm of Blank Rome LLP in Philadelphia. He was a lecturer in the MBA program at the Wharton School of Business and at the University of Pennsylvania Law School and has more than forty years of experience in the areas of corporate governance, mergers and acquisitions, private equity, and IPOs. He is the President of the Association of Audit Committee Members, Inc., and has appeared on television programs on CNBC, CNN, and Bloomberg as a national commentator on initial public offerings, venture capital, mergers and acquisitions, and stock options. He is also the author of Valuing Your Business: Strategies to Maximize the Sale Price (Wiley) and Audit Committees.

L. KEITH LIPMAN lectures nationally on management of information and technology subjects and is a member of the product management team at Interwoven, one of the world's fifty largest software companies and a leading provider of enterprise content management solutions. He holds both an MBA degree and a law degree.

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