Responsibilities of Corporate Officers and Directors Under Federal Securities Laws

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 2008 -2009 Edition includes a new chapter on executive compensation, including discussion of the compensation disclosure tables, CD&A narrative disclosure, stock options, tax considerations under Section 162(m) and 409A, and perks. Also new is discussion of the Supreme Court's rejection of "scheme liability" in its Stoneridge decision; the SEC's e-proxy rule; shareholder access; and indemnification of directors serving on the board of one corporation at another's request.