Book Description

CSC brings you The Directors' Handbook, one of today's leading guides to corporate governance, captures the latest developments that directors of public companies face from both a practical and legal perspective. The Handbook provides insightful analysis of the evolving regulatory and legal landscape, and practical, hands-on information that directors can use to guide their companies.The 2018 Edition of The Directors' Handbook includes insight on how to best address the full spectrum of key governance and disclosure issues, and how to handle shareholder activist campaigns and proxy battles. Complete coverage includes:Creating an audit committee chartCrisis managementDirector and office insuranceMajority voting for directorsThe interplay of stock exchange independence rules and state law standardsThe evolving role of proxy advisory groupsThe role of the corporate secretaryStaggered board repealsBest practices for handling restatement crisesThe political economy of corporations and corporate governance approaches around the role of the corporate secretaryThis edition features an all new Foreword, in which author Thomas J. Dougherty examines director duties under the very different corporate governance frameworks adopted by Delaware for companies incorporated there, as contrasted with those of other states, and their very different requirements for shareholder challenges to director decisions; explores the role and impact of proxy advisory firms, activist agendas, pre-populated proxies and the narrowing of proxy participation; alerts directors to new limits on director compensation awards; and makes a compelling case for greater diversity on corporate boards.Other updated content includes a new section on the Public Company Accounting Oversight Board's new model for auditor reports intended to make auditor reports more useful to investors, as well as significant updates regarding director compensation, including nonemployee director compensation, and developments since the SEC rules amendments and Dodd-Frank enactments. In addition you will find discussion on the Securities and Exchange Commission no-action process regarding proxy access proposals and commentary on the impact of the 2017 Tax Reform Act, withdrawal from the Trans-Pacific Partnership, NAFTA renegotiation and Brexit. There is also an expansion of discussion on board minutes and directors' notes.