Responsibilities of Corporate Officers and Directors Under Federal Securities Laws

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Wolters Kluwer Law & Business, Oct 31, 2008 - Law - 446 pages
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.

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About the author (2008)

James Hamilton graduated from the University of Toronto Medical School in 1957 and was engaged in family practice before completing a psychiatric residency in Michigan in 1964. He obtained board-certification in 1968 and was a full-time member of the Departments of psychiatry at the University of Cincinnati, Yale and the Medical College of Wisconsin before coming to New Mexico in 1988 to run a private psychotherapy practice. He has published extensively in the psychiatric and psychoanalytic literature on various theoretical and clinical issues. He has also made numerous presentations at meetings of the American Psychoanalytic Association and the Academy of Psychoanalysis, most recently two papers to the former in 2006 on subjective elements in art criticism and the efficacy of sublimation in the life and work of Willem de Kooning.

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