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Directors' Institute on Corporate Governance (Twelfth Annual)

Author(s): Jeffrey D. Karpf, Michael R. Young, Holly J. Gregory, Ira M. Millstein
Practice Area: Corporate & Securities
Published: Nov 2014
ISBN: 9781402423383
PLI Item #: 48117
CHB Spine #: B2138

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Front Matter
Faculty Bios
Table of Contents
Chapter 1. Short-Termism and U.S. Capital Markets: A Compelling Case for Change
Chapter 2. Overcoming Short-termism: A Call for a More Responsible Approach to Investment and Business Management
Chapter 3. Long-Term Value Creation: Guiding Principles for Corporations and Investors
Chapter 4. Lessons for the 2015 Proxy Season (September 2014)
Chapter 5. SEC Staff Guidance May Lessen Investment Adviser Demand for—While Also Raising the Costs of Providing—Proxy Advisory Services (July 10, 2014)
Chapter 6. The Schedule 13D Ten-Day Window and Other Issues: Will the Pershing Square/Valeant Accumulation of a 9.7% Stake in Allergan Lead to Regulatory or Congressional Action? (April 24, 2014)
Chapter 7. Rights Plans and Proxy Contests: Chancery Court Denies Activist’s Motion to Enjoin Sotheby’s Shareholder Meeting (May 5, 2014)
Chapter 8. Selected Issues in Shareholder Activism
Chapter 9. SEC Review of Disclosure Effectiveness (June 2014)
Chapter 10. Speech by Keith F. Higgins, Director, Division of Corporation Finance, U.S. Securities and Exchange Commission, Shaping Company Disclosure: Remarks Before the George A. Leet Business Law Conference (October 3, 2014)
Chapter 11. Corporate Disclosure Effectiveness: Ensuring a Balanced System that Informs and Protects Investors and Facilitates Capital Formation (U.S. Chamber of Commerce's Center for Capital Markets Competitiveness) (July 28, 2014)
Chapter 12. Speech by Keith F. Higgins, Director, Division of Corporation Finance, U.S. Securities and Exchange Commission, Disclosure Effectiveness: Remarks Before the American Bar Association Business Law Section Spring Meeting, (April 11, 2014)
Chapter 13. Speech by Mary Jo White, Chair, U.S. Securities and Exchange Commission, The Path Forward on Disclosure, National Association of Corporate Directors—Leadership Conference 2013 (October 15, 2013)
Chapter 14. Presentation by Alan L. Beller in Connection with the Public Company Accounting Oversight Board Proposed Auditor’s Reporting Model, Public Hearings (April 2–3, 2014)
Chapter 15. PCAOB Release No. 2013-005, Docket Matter No. 34, Proposed Auditing Standards—The Auditor’s Report on an Audit of Financial Statements When the Auditor Expresses an Unqualified Opinion; The Auditor’s Responsibilities Regarding Other Information in Certain Documents Containing Audited Financial Statements and the Related Auditor’s Report; and Related Amendments to PCAOB Standards, PCAOB Rulemaking
Chapter 16. Risk Management Oversight: A Debate Continues and Audit Committees Get Busier
Chapter 17. Financial Fraud Prevention and Detection: Getting Back to Audit Committee Basics (October 24, 2013)
Chapter 18. The Board and Risk Management (March 17, 2010)
Chapter 19. Eighteen Safeguards to Corporate Self-Investigation (December 2004)
Chapter 20. Statement of Michael R. Young; Public Meeting on the Auditor’s Reporting Model of the Public Company Accounting Oversight Board (April 3, 2014)
Chapter 21. Committee on Financial Reporting of the Association of the Bar of the City of New York’s Letter to Keith F. Higgins of the Securities and Exchange Commission (September 3, 2014)
Chapter 22. Committee on Financial Reporting of the Association of the Bar of the City of New York’s Letter to Phoebe W. Brown of the Public Company Accounting Oversight Board on PCAOB Rulemaking Docket Matter No. 034 (December 9, 2013)
Chapter 23. Committee on Financial Reporting of the Association of the Bar of the City of New York Letter to Claudia Crowley of the New York Stock Exchange Regulation, Inc. on New York Stock Exchange Listed Company Rules (March 5, 2013)
Chapter 24. Society of Corporate Secretaries & Governance Professionals’ Letter to Claudia Crowley of the New York Stock Exchange Regulation, Inc. on New York Stock Exchange Listed Company Rules (May 28, 2013)
Chapter 25. TIAA-CREF Policy Statement on Corporate Governance, 6th Edition
Chapter 26. The Elusive Promise of Reducing Shareholder Litigation Incentives Through Corporate Bylaws (June 4, 2014)
Chapter 27. Board Oversight of Cybersecurity Risks (March 2014)
Chapter 28. Cybersecurity Risk Management: Key Issues Facing Boards, Management and In-House Counsel (August 2014)
Chapter 29. Muscular Bylaws: ATP’s Lessons of Continuing Relevance (June 12, 2014)
Chapter 30. Principal Issues Affecting the Future of Corporate Governance
Chapter 31. Forum Selection Clauses in the Foreign Court (March 12, 2014)
Chapter 32. Selected Issues for Boards of Directors in 2014 (January 7, 2014)
Chapter 33. An Ounce of Prevention or a Pound of Cure: Board Oversight of Compliance and Enforcement Proceedings (October 1, 2014)
Chapter 34. Compliance and Enforcement: Twelve Things Directors Should Know (September 8, 2014)
Index

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