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The materials focus primarily on duties and liabilities under the
Securities Act of 1933 and the Securities Exchange Act of 1934 ,
which together form the organic core of federal securities regulation. In addition, relevant portions of the Investment Company Act of 1940 ,
which regulates mutual funds, are discussed. Moreover, throughout the guide,
there are discussions of the Dodd-Frank Wall Street Reform and Consumer
Protection Act and the Sarbanes-Oxley Act of 2002.
The book also discusses state law, primarily to distinguish its role from that of federal law in the area of securities regulation. For example, the business judgment rule, which is a state law doctrine shielding directors and officers from liability in the conduct of ordinary corporate affairs, applies in certain contests regulated by the federal securities laws, such as takeovers and tender offers. The discussion that follows identifies the principal provisions affecting officers and directors personally with respect to their corporate roles. This includes examination of key SEC mandates in the arena of corporate governance, for example. The guide also discusses proxies and corporate reporting, as well individual liability in connection with a company's securities offering, mergers and acquisitions. Also examined are the following topics: indemnification and D&O insurance; investment company directors; insider reporting under Exchange Act Section 16; and Regulation FD.
Responsibilities of Corporate Officers and Directors Under Federal
Securities Law, 2012--2013 Edition, includes new or expanded discussions of the duty of due care and entire fairness doctrine;
demand on directors; industry activity on proxy advisory services; say-on-pay in connection with the business judgment rule; recent case law on poison pills; whistleblowers; the statute of limitations in private actions under
Section 16(b); PCAOB Auditing Standard No. 16; recent activity of the SEC and
PCAOB with respect to IFRS; recent case law on performance-based compensation;
and SEC regulations on compensation committees.