Corporate Governance: Principles & Practices (w/ Connected eBook)

Edition : 3rd ed., 2022
Author(s) : Effross

Corporate Governance: Principles & Practices (w/ Connected eBook)
- ISBN: 9781543825848
- SKU: 98168
- Condition: New
- Format: Paperback/Access Code
$129.95

List Price: $174.00
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Corporate Governance: Principles and Practice (w/ Connected eBook) (Instant Digital Access Code Only)
- SKU: 98168E
- Format: Digital Access Code Only
$131.00

List Price: $174.00

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Description

Purchase of a new Connected eBook includes a new print textbook PLUS a full ebook version of your text; outlining and case briefing tools; and other resources.

Order now to get INSTANT ACCESS to the ebook and other digital tools — just redeem the access code sent in your order confirmation email!

Corporate Governance examines in an extraordinarily practical and accessible way the legal concerns of today’s shareholders, stakeholders, directors, officers, and their counsel, with a special emphasis on drafting documents and developing procedures to anticipate and prevent problems.

Designed for real-world application by students, practitioners, executives, investors, and activists, the text includes excerpts from only the most important judicial decisions. Extensive notes and analyses provide context from courts, commentators, institutional investors, proxy advisors, stock exchange requirements, and businesspeople. Dozens of examples “ripped from the headlines,” or taken from corporate documents, the “Great Books,” or pop culture illustrate and illuminate key principles. Appendices offer detailed information to establish, support, and advance the reader’s career in corporate governance practice.

New to the Third Edition:

Composite provisions, offset in text boxes, patterned on the corporate governance guidelines of major corporations, identify the issues in and approaches to drafting such documents.
New appendices discussing: On Preparing and Presenting “Actionable” Advice, for both executives and their counsel (Appendix B), and Ten Tips for Transparency in Posting Core Corporate Documents Online (Appendix C); and a fully updated list of Recommended Resources for Corporate Governance Research (Appendix A).
In Chapter 1, enhanced discussion and examples of themes and trends in the study, theory, and practice of corporate governance.
Throughout Chapter 2, expanded treatment of the directors’ responsibility to monitor and reduce risks (including special issues of cybersecurity); and analyses of the rules of conduct for board meetings, of variable/differential voting powers of directors; and of emergency bylaws.
In Chapter 3, new discussions of meetings in “executive session,” and of the viability of a policy against a company’s directors’ dating each other; and additional material on: constraints on executives’ “private” activities and statements; special responsibilities of members of the audit committee; and the composition and role of the executive committee.
In Chapter 4, updated discussions of virtual meetings of shareholders, of the rules of conduct for shareholder meetings, and of forum selection provisions for intracorporate litigation; and new sections on “loyalty shares”/“tenure voting,” on fee-shifting provisions, and on mandatory arbitration provisions.
In Chapter 5, new examinations of: increased efforts (and mandates) to diversify the composition of boards; the “financial literacy” requirement for (some) directors; enabling the CEO also to serve as the board chair; the role of the “executive chair”; “golden leashes” for directors; the roles and responsibilities of advisory board members, advisory directors, emeritus directors, honorary directors, and board observers; proxy access proposals; and “refreshing” the board through age and term limits for directors.
In Chapter 6, expanded discussions of clawbacks, restrictions on executives’ pledging and hedging company stock, Key Employee Retention Plans (KERPs) in bankruptcy situations, “golden hellos,” and “say on pay” litigation; and an analysis of the recent requirement of “pay ratio disclosure.”
In Chapter 7, updated material on ESG (Environmental, Social, and Governance) issues, and on social enterprises such as benefit corporations and Certified B Corporations.
In Chapter 8, a new discussion of the role and relationship to corporate counsel, of the chief compliance officer.

Corporate Governance: Principles & Practices (w/ Connected eBook)

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