Title: Director's handbook : a field guide to 101 situations commonly encountered in the boardroom /
Authors: Placenti, Frank M.,; American Bar Association.
Year: 2017
Subjects: Corporate governance Law and legislation United States.; Directors of corporations United States Handbooks, manuals, etc.; Corporate governance Law and legislation; Directors of corporations; United States
Abstract: "To say that boards and directors operate in a challenging environment understates the complexity and pressures of board service...The first portion of each chapter sets forth a general discussion intended to provide basic context. The second section of each chapter suggests a list of questions or issues that a director might consider in connection with the topic at hand, including information to be sought from the company’s management or advisors to inform the board’s deliberations. The final portion of each chapter identifies additional resources to which the director might turn for a more in-depth analysis of the particular topic. This...resource focuses on equipping individual directors to function at a higher level by arming them with general background on a topic and then questions to enable the director to gather the information required to reach an informed decision. Designed as a...training tool for both new directors and younger lawyers entering the governance field, [this] handbook discusses: duties, roles, and structure of the board; governance policies; protecting the board; oversight of management including selecting a CEO, governing the multinational corporation, and dealing with the general counsel; the corporate director’s role in ethics and compliance programs; takeover preparedness; the board’s duties in an insolvent company; and much more."--
Contents: Board duties, roles, and structure -- Selected governance policy matters -- Protecting the board -- Oversight of management -- Shareholder engagement and communications -- Management and oversight of transactions -- Compensation matters -- Audit committee matters -- Selected legal matters -- Takeover preparedness -- Transactions in company securities -- The troubled company.