Responsibilities of Corporate Officers and Directors Under Federal Securities Law alerts board members and management to their personal duties and liabilities under the federal securities laws. From the vast body of federal laws, rules, administrative interpretations, and court decisions dealing with securities offerings and transactions, those of particular interest to corporate officers and directors as individuals are discussed here. The materials focus on the Securities Act of 1933, the Securities Exchange Act of 1934 and the Sarbanes-Oxley Act of 2002, as well as pertinent provisions of the Investment Company Act of 1940. The 2006-2007 Edition features extensive discussion of the SEC's executive compensation reforms, including: the narrative disclosure piece, ""compensation discussion and analysis"" (see ¶508); the tabular disclosure requirements of Regulation S-K Item 402 (see ¶509); new mandates for reporting executive perks (see ¶510); and expanded disclosure of transactions with related persons (see ¶511). Also new is discussion of changed requirements for the compensation committee report (see ¶106), plurality and majority voting standards (see ¶108), case law developments involving fraud liability (see Chapter 3), no-action letter guidance on insider short sales (see ¶1102), and SEC statements on cooperation during an investigation (see ¶802).

Responsibilities of Corporate Officers and Directors (2006-2007)

J.D.

LL.M.

James, Hamilton

Ted Trautmann

Business

CCH, Inc.

Informal Corporate Disclosure Under Federal Securities Law -- 2007 Edition examines the regulation of informal disclosure -- e.g., press releases, speeches, analyst conference calls, webcasts, and investor roadshows -- as distinguished from formal, highly structured disclosure in SEC filings. The coverage includes discussion of federal securities law, rules and court decisions; self-regulatory organization rules for listed companies; and standards of practice prescribed by the National Investor Relations Institute (NIRI). The 2007 edition includes new discussion of analyst conflicts of interest, including recent measures, both domestic and international, to limit undue influence by issuers and others that can impair research objectivity (see ¶808). The discussion also examines international standards on selective disclosure to analysts (see ¶615). In addition, the work features coverage of comments by SEC Chairman Christopher Cox on the adequacy of website and blog disclosure for Regulation FD purposes (see ¶1008), NASDAQ rules governing disclosure of material information by listed companies (see ¶302, ¶404 and Chapter 5), and recent court decisions examining the materiality of forward-looking statements (see ¶904).

Informal Corporate Disclosure Under Federal Securities Law (2007 Edition)

J.D. James Hamilton

Informal Corporate Disclosure Under Federal Securities Law  examines the regulation of informal disclosure — e.g., press releases,  speeches, analyst conference calls, webcasts, and investor roadshows — as  distinguished from formal, highly structured disclosure in SEC filings.   The coverage includes discussion of federal securities law, rules and court  decisions; self-regulatory organization rules for listed companies; and  standards of practice prescribed by the National Investor Relations Institute ( NIRI).   The 2008 Edition includes new discussion of materiality  principles governing quantitative financial disclosures, specifically the  views expressed by the SEC Advisory Committee on Improvements to  Financial Reporting. The new edition also examines litigation over the  sufficiency of cautionary language in communications about new products under  development. In addition, the work includes discussion of electronic  shareholder forums, the state fiduciary duty to disclose facts in connection  with a merger or other transaction requiring shareholder action, and  securities fraud liability issues triggered by contract representations  incorporated by reference into a proxy statement or other disclosure document.

Informal Corporate Disclosure Under Federal Securities Law, 2008 Edition

<p>Responsibilities of Corporate Officers and Directors under Federal Securities Law alerts board members and management to their personal duties and liabilities under the federal securities laws. From the vast body of federal laws, rules, administrative interpretations, and court decisions dealing with securities offerings and transactions, those of particular interest to corporate officers and directors as individuals are discussed here. The materials focus on the Securities Act of 1933 and the Securities Exchange Act of 1934, as well as pertinent provisions of the Investment Company Act of 1940. The 2010 -2011 Edition includes new discussion of the following: Dodd-Frank Wall Street Reform and Consumer Protection Act Shareholder access to proxies SEC enforcement Recent case law on fraud liability Proxy disclosure concerning Chairman-CEO role, hedging arrangements, compe</p>

Responsibilities of Corporate Officers and Directors: Under Federal Securities Law 2010-2011

N. Peter Rasmussen

Anne M. Sherry

Business & Money

CCH, Incorporated

Informal Corporate Disclosure Under Federal Securities Law

Anne, Sherry

Reference

Mitigate your reputation risk by assuring disclosures for corporate  communication vehicles such as press releases, speeches, analyst conference  calls, webcasts, websites, blogs and investor roadshows adhere to appropriate  standards of practice.   Written by Wolters Kluwer attorney-editors Ted Trautmann, Jim Hamilton and  Anne Sherry, Informal Corporate Disclosure Under Federal Securities Law,  2012 Edition examines the regulation of these types of informal  disclosures (as distinguished from formal, highly structured disclosure in SEC  filings).   Coverage includes discussion of federal securities law, rules and court  decisions; self-regulatory organization rules for listed companies, and  standards of practice prescribed by the National Investor Relations Institute  (NIRI).   The 2012 Edition of Informal Corporate Disclosure Under  Federal Securities Law incorporates the latest NIRI standards of  practice on disclosure and is a must-have resource given the NIRI's 2012  revision supersedes the previous standards of practice issued in 2004. It  addresses SEC guidance on website disclosure, recommended standards for  corporate communications on blogs and social media, and recent case law.   In addition to incorporating these standards of practice, the 2012  Edition includes:    Analysis of the SEC's recent guidance on cybersecurity   Discussion of the test-the-waters communications permitted for emerging growth  companies pursuant to the JOBS Act   Review of recent SEC enforcement actions with respect to Regulation FD

Informal Corporate Disclosure Under Federal Securities Law, 2012 Edition

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