Download or read book Company Directors Duties and Conflicts of Interest written by Rosemary Teele Langford and published by . This book was released on 2018 with total page 465 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Download or read book Company Directors Duties and Conflicts of Interest written by Rosemary Teele Langford and published by Oxford University Press, USA. This book was released on 2019 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: This article is reprinted from the introduction to Associate Professor Rosemary Teele Langford's 'Company Directors' Duties and Conflicts of Interest' which was published by Oxford University Press on 5 March 2019. The book provides detailed analysis of directors' duties arising under UK case law, codes and statutory regulation, with extensive reference to the law in Australia, Canada, Hong Kong and New Zealand. It provides comprehensive analysis of the conflicts faced by directors, including conflicts of duties, unauthorised profits, corporate opportunities, multiple directorships, nominee directorships, and conflicts involving stakeholders' interests. The author subjects difficult aspects of these topics to rigorous and original analysis informed by a range of common law jurisdictions. This extensive, multi-jurisdictional examination presents solutions to complex issues that have, to date, confounded courts and commentators alike and enables clarification of existing legal approaches. This is both a key reference work set in a practical legal context and an exhaustive and original theoretical reassessment of this important and dynamic area of company law.
Download or read book Directors Powers and Duties written by Peter George Watts and published by . This book was released on 2009 with total page 388 pages. Available in PDF, EPUB and Kindle. Book excerpt: This book provides practitioners and students with a full treatment of one of the most important and complex aspects of company law, directors' powers and duties. Of all the areas of company law, directors' powers and duties is among the least accessible from the statute (i.e. Companies Act 1993). Behind the statute, is a long and very complex history of equitable and common law case law, most of which remains applicable in New Zealand. This book also contains short summaries of leading cases which is very useful both for students and practitioners.
Download or read book High Performance Boards written by Didier Cossin and published by John Wiley & Sons. This book was released on 2020-06-22 with total page 358 pages. Available in PDF, EPUB and Kindle. Book excerpt: A comprehensive guide to transforming boards and achieving best-practice governance in any organisation. When practising good governance, the board is the vital driver of organizational success, while fostering positive social impact and economic value creation. At all levels, executives around the world are faced with complexities rising from disruptive business models, new technologies, socio-economic changes, shifting political circumstances, and an array of other sources. High Performance Boards is the comprehensive manual for attaining best-in-class governance, offering pragmatic guidance on improving board quality, accountability, and performance. This authoritative volume identifies the four dimensions, or pillars, which are crucial for establishing and maintaining best-practice boards: the people involved, the information architecture, the structures and processes, and the group dynamics and culture of governance. This methodology can be applied to any board in the world, corporate or non-profit organization, regardless of size, sector, industry, or context. Readers are introduced to a fictitious senior board member – an amalgamation of board members from well-known organisations – and follow her as she successfully handles real-life challenges with effective governance. Drawn from the author's 20 years of practice and confidential work with boards across the world, this book: Demonstrates how high-performance boards innovate and refine their practices Discusses examples of board failures and challenges, including case studies from both for-profit and non-profit organisations including international organizations and state-owned agencies or even ministries Provides a proven framework to create best-in-class governance Includes a companion website featuring tools for board assessment and board practice High Performance Boards has inspired more than 3000 board members around the world. This book is essential reading for professionals and managers interested in governance and board members, senior managers, investors, lawyers, and students of governance.
Download or read book Comparative Company Law written by Andreas Cahn and published by Cambridge University Press. This book was released on 2018-10-04 with total page 1095 pages. Available in PDF, EPUB and Kindle. Book excerpt: Presents in-depth, comparative analyses of German, UK and US company laws illustrated by leading cases, with German cases in English translation.
Download or read book Representing Corporate Officers and Directors and LLC Managers formerly Representing Corporate Officers Directors Managers and Trustees 3rd Edition written by Lane and published by Wolters Kluwer. This book was released on 2018-12-19 with total page 1588 pages. Available in PDF, EPUB and Kindle. Book excerpt: Representing Corporate Officers and Directors and LLC Managers, Third Edition (formerly titled Representing Corporate Officers, Directors, Managers, and Trustees) is a guide to the practical aspects of corporate governance for attorneys, corporate officers and directors, LLC managers, and trustees. Following the repercussions of past corporate and accounting scandals, new legislation, rules, and standards by governmental bodies and society have greatly increased the focus on the responsibilities and liabilities of directors, officers, managers, and trustees. Increased SEC oversight, new NYSE and NASDAQ listing standards, new cybersecurity compliance guidance, new fiduciary and other duties, and new criminal penalties have all changed the landscape for those who control corporations. By logically laying out the steps to safe corporate governance, the analysis, cases, tables, and checklists guide the veteran and neophyte alike. Representing Corporate Officers and Directors and LLC Managers tells you what to look for...what to look out for...and what steps to take to protect your corporate clients in today's harsh regulatory environment. It's the only up-to-date work of its kind to offer both in-depth analysis and practical guidance on key aspects of this critically important area. This updated Third Edition thoroughly covers: Directors' duties of care and loyalty-- including the different standards which have been imposed on directors regarding the duty of care...the duty of loyalty...the business judgment rule... when directors are entitled to rely on the advice of others...improperly influencing audits under the Sarbanes-Oxley Act... improper distributions...and more. Conflicts of interest--with examples of conflict of interest transactions, and discussion of loans to or by directors and officers...secret profits...and the duty to safeguard confidential or inside information-- plus, how certain transactions considered improper can be ratified and thus become legitimate. Federal securities laws--including everything from overviews of the laws, the SEC, and securities themselves-- to jurisdiction, pleading, remedies, and defenses in securities cases... criminal penalties...and attorneys' responsibilities regarding liability under Sarbanes-Oxley. Indemnification and insurance-- with discussion of mandatory and permissive indemnification and the scope of indemnification in various states... when a director may be indemnified even if not wholly successful in defense of an action...directors' and officers' liability insurance...types and extent of insurance coverage...tax law treatment...and exclusions. Tender offers--including antitakeover measures, two-tier and squeeze-out mergers, and golden parachute agreements, poison pill plans, and greenmail...potential liability in tender offers...and implementing mergers and acquisitions, with securities law, antitrust, tax, accounting, and labor law considerations.
Download or read book Conflict of Interest in Global Public and Corporate Governance written by Anne Peters and published by Cambridge University Press. This book was released on 2012-11-29 with total page 489 pages. Available in PDF, EPUB and Kindle. Book excerpt: Conflict of interest occurs at all levels of governance, ranging from local to global, both in the public and the corporate and financial spheres. There is increasing awareness that conflicts of interest may distort decision-making processes and generate inappropriate outcomes, thereby undermining the functioning of public institutions and markets. However, the current worldwide trend towards regulation, which seeks to forestall, prevent and manage conflicts of interest, has its price. Drawbacks may include the stifling of decision-making processes, the loss of expertise among decision-makers and a vicious circle of distrust. This interdisciplinary and international book addresses specific situations of conflict of interest in different spheres of governance, particularly in global, public and corporate governance.
Download or read book A Case for Shareholders Fiduciary Duties in Common Law Asia written by Ernest Lim and published by Cambridge University Press. This book was released on 2019-08-22 with total page 655 pages. Available in PDF, EPUB and Kindle. Book excerpt: Reconceptualises the general meeting, controlling shareholders and institutional investors as fiduciaries in four leading common law Asian jurisdictions.
Download or read book Fiduciary Duties written by Andrew Stafford and published by Jordan Publishing (GB). This book was released on 2015 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: This second edition draws together the UK law relating to fiduciary duties and analyzes both its historical origins and its modern application by the courts. Fiduciary duties have historically defied easy characterization. This area of law as it relates to the UK's directors and employees is developing and complex. Directors and employees of companies acting out of self-interest have generated an increasing number of claims alleging breach of fiduciary duty. The law relating to the fiduciary duties owed by directors and employees to companies is complex and involves several overlapping areas of law. It is, however, a relatively commonplace cause of action - individuals in positions of trust within a company are often tempted to abuse their position in order to steal company secrets, set up in competition, and poach staff and customers. The book contains commentary on a number of new UK cases, alongside further commentary and analysis on the developing jurisprudence in relation to the fiduciary duties of LLP members and joint ventures. In addition, discussion is conducted regarding the Court of Appeal decisions relating to Bolkiah information barriers in an employment context, together with evaluation of the relevant Commonwealth jurisprudence as it bears upon issues also arising under English law. As a result, this new edition will be an essential research reference for anyone practicing in this area of the law.
Download or read book Managing Conflict of Interest in the Public Sector written by Howard Whitton and published by Org. for Economic Cooperation & Development. This book was released on 2005 with total page 120 pages. Available in PDF, EPUB and Kindle. Book excerpt: Conflicts of interest in both the public and private sectors have become a major matter of public concern world-wide. The OECD Guidelines define a conflict of interest as occurring when a public official has private-capacity interests which could improperly influence the performance of their official duties and responsibilities. However, identifying a specific conflict of interest in practice can be difficult. And resolving the conflicting interests appropriately in a particular case is something that most people find even more challenging. The Toolkit focuses on specific techniques, resources and strategies for: Identifying, managing and preventing conflict-of-interest situations more effectively; and Increasing integrity in official decision-making, which might be compromised by a conflict of interest. This Toolkit provides non-technical, practical help to enable officials to recognise problematic situations and help them to ensure that integrity and reputation are not compromised. The tools themselves are provided in generic form. They are based on examples of sound conflict-of-interest policy and practice drawn from various OECD member and non-member countries. They have been designed for adaptation to suit countries with different legal and administrative systems. FURTHER READING: Managing Conflict of Interest in the Public Service: OECD Guidelines and Country Experiences
Download or read book Corporate Director s Guidebook written by American Bar Association. Committee on Corporate Laws and published by American Bar Association. This book was released on 2007 with total page 140 pages. Available in PDF, EPUB and Kindle. Book excerpt: The Corporate Director's Guidebook is recognized as the premier authority on the director's role and the board's functions. It is read, consulted and cited by board members, executives, lawyers and academics nationwide. Now available as a new Fifth Edition, the Guidebook completely updates its fourth edition published in 2004. This new Fifth Edition addresses recent effects the Sarbanes-Oxley Act has had in the corporate governance arena and its impact on the legal responsibilities of directors of public companies.
Download or read book Corporate Governance and Directors Liabilities written by Klaus J. Hopt and published by Walter de Gruyter. This book was released on 2012-08-28 with total page 476 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Download or read book Representing Corporate Officers Directors Managers and Trustees written by Marc J. Lane and published by Wolters Kluwer. This book was released on 2010-09-17 with total page 1484 pages. Available in PDF, EPUB and Kindle. Book excerpt: As a result of numerous recent corporate and accounting scandals, corporate officers, directors, managers, and trustees now face a host of new problemsand—ranging from a blizzard of new legislation, rules, and responsibilitiesand—to increased SEC oversight, new NYSE and NASDAQ listing standards, new fiduciary and other duties, and crushing new criminal penalties. Representing Corporate Officers, Directors, Managers, and Trustees tells you what to look for...what to look out for...and what steps to take to protect your corporate clients in todayand’s harsh regulatory environment. Itand’s the only up-to-date work of its kind to offer both in-depth analysis and practical guidance on every key aspect of this critically important area. This completely updated Second Edition thoroughly covers: Directorsand’ duty of careand— including the different standards which have been imposed on directors regarding the duty of care...the duty of loyalty...the business judgment rule... when directors are entitled to rely on the advice of others...improperly influencing audits under the Sarbanes-Oxley Act... improper distributions...and more. Conflicts of interestand—with examples of conflict of interest transactions, and discussion of loans to or by directors and officers...secret profits...and the duty to safeguard confidential or inside informationand— plus, how certain transactions considered improper can be ratified and thus become legitimate. Federal securities lawsand—including everything from overviews of the laws, the SEC, and securities themselvesand— to jurisdiction, pleading, remedies, and defenses in securities cases... the new criminal penalties...and attorneysand’ responsibilities regarding liability under Sarbanes-Oxley. Indemnification and insuranceand— with discussion of mandatory and permissive indemnification and the scope of indemnification in various states... when a director may be indemnified even if not wholly successful in defense of anaction...directorsand’ and officersand’ liability insurance...types and extent of insurance coverage...tax law treatment...and exclusions. Tender offersand—including antitakeover measures, two-tier and squeeze-out mergers, and golden parachute agreements, poison pill plans, and greenmail...potential liability in tender offers...and implementing mergers and acquisitions, with securities law, antitrust, tax, accounting, and labor law considerations.
Download or read book Model Rules of Professional Conduct written by American Bar Association. House of Delegates and published by American Bar Association. This book was released on 2007 with total page 216 pages. Available in PDF, EPUB and Kindle. Book excerpt: The Model Rules of Professional Conduct provides an up-to-date resource for information on legal ethics. Federal, state and local courts in all jurisdictions look to the Rules for guidance in solving lawyer malpractice cases, disciplinary actions, disqualification issues, sanctions questions and much more. In this volume, black-letter Rules of Professional Conduct are followed by numbered Comments that explain each Rule's purpose and provide suggestions for its practical application. The Rules will help you identify proper conduct in a variety of given situations, review those instances where discretionary action is possible, and define the nature of the relationship between you and your clients, colleagues and the courts.
Download or read book Corporate Whistleblowing Regulation written by Sulette Lombard and published by Springer Nature. This book was released on 2020-01-09 with total page 227 pages. Available in PDF, EPUB and Kindle. Book excerpt: This book adopts a cross-jurisdictional perspective to consider contemporary corporate whistleblowing issues from an ethical theoretical perspective, regulatory perspective, and practical perspective. It includes in particular arguments in favour of and against the adoption of financial incentive schemes for whistleblowers, as well as the potential implications of adopting such schemes. This approach provides a valuable opportunity for comparison from a law reform perspective. The book brings together authors from various jurisdictions – Canada, Australia, and the USA – who, through their exposure to this area of law, be it as practitioners, regulators, or academics, offer valuable and interesting insights on the emerging and topical area of corporate whistleblowing generally, and whistleblowing rewards in particular. These three jurisdictions were selected on the basis of their reform-oriented stance on corporate whistleblowing and/or implementation of financial incentives for whistleblowing, creating an opportunity to assess contemporary regulatory structures and in particular how incentives measures could interact with corporate whistleblowing regulatory frameworks, and how they could contribute to improved governance. The reasons for the rejection of the notion of financial incentives in the United Kingdom are also reviewed, in order to provide a comparative overview. The book provides useful guidance for those who may be affected by the implementation of corporate whistleblowing schemes, including for reward, whether as regulators, practitioners, company directors, or whistle blowers.
Download or read book Company Directors written by Simon Mortimore and published by OUP Oxford. This book was released on 2013-01-24 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: The second edition of this leading work on company directors has been expanded to cover new areas such as tax and provides even greater analysis on dynamic areas including derivative claims, unfair prejudice litigation, and corruption under the Bribery Act 2010.
Download or read book Director Liability in Agricultural Cooperatives written by Douglas Fee and published by . This book was released on 1984 with total page 52 pages. Available in PDF, EPUB and Kindle. Book excerpt:
