Responsibilities of Corporate Officers & Directors Under Federal Securities Law, 2009-2010

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 2009 -2010 Edition includes: New discussion of shareholder access to proxies The business judgment rule SEC enforcement policies and investigations Recent case law on scienter and causation following the Supreme Court's Tellabs decision Staff guidance on Regulation FD Special compensation rules for TARP companies Mutual fund advisory fees