Responsibilities of Corporate Officers and Directors Under Federal Securities Law 2007-2008

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 2007 -2008 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).

Corporate officers and directors, facing unprecedented public and legal scrutiny, need clear guidance now more than ever. CCH has the solution: Responsibilities of Corporate Officers and Directors under Federal Securities Law, 2007 - 2008 Edition. This important resource alerts board members and management to their personal duties and liabilities under the federal securities laws. From the vast body of federal laws, SEC rules, and court decisions concerning securities offerings and transactions, those of particular interest to corporate officers and directors as individuals are discussed here.

The 2007 -2008 Edition features revised discussion of internal control over financial reporting, explaining recently-issued SEC management guidance and PCAOB Auditing Standard No. 5. Also new is discussion of Financial Accounting Standards Board Interpretation (FIN) 48, which requires companies to assess the likelihood of their tax positions being sustained upon IRS examination; stock options, including backdating and spring loading; director nominations and shareholder access; insurance coverage for amounts paid out as disgorgement to settle SEC enforcement actions; and the "scheme liability" theory for holding secondary actors, such as investment banks and auditors, liable for their client's fraudulent statements.