An authoritative resource for in-house counsel who needs quick access, but detailed analyses, on a broad array of topics faced everyday. The Toolkit provides forms, policies, and practice tips in seven broad practice areas that may not be within counsels' particular area of expertise. The seven practice areas are published as individual volumes covering General Business Contracts; Corporate Governance; Corporate Compliance; Employment Law; Intellectual Property; Litigation; and Training Outside Counsel.
Walter Effross is a superb teacher and succeeds in making a sometimes dry subject interesting to students. Corporate Governance contrasts schools of thought, explaining the conflicts between such theories as contractarianism and communitarianism, and such emerging academic approaches as empiricism and behavioral economics. The text includes excerpts from only the most important sections of judicial decisions along with their relevant factual and procedural context. Extensive notes address the reactions to decisions from other courts, commentators, counsel, and executives. Dozens of examples ripped from the headlines, excerpted from actual corporate documents, and drawn from popular culture illustrate key principles and spark class discussions. More than one hundred suggestions for paper topics are especially useful for participants in research and writing seminars. An appendix categorizes and details more than eighty separate initiatives that shareholder activists and commentators have proposed. A wide range of excerpts from corporate documents and court decisions interpreting these materials help students translate the caselaw and learn drafting techniques. The Second Edition reflects legislative, regulatory, judicial, and Fortune 500 developments since mid-2009 as well as new examples from corporate documents, the Great Books, and popular culture. Detailed coverage of new and emerging topics includes discussion of the governance of nonprofit corporations the emerging types of social enterprises such as benefit corporations, B corporations, and flexible purpose corporations; the board s responsibility to rein in the cyber-risks raised by hackers, e-mails, Web sites, and social media; and the implications for directors, officers, and counsel of new research on avoiding common cognitive traps that compromise decision-making in situations of risk and uncertainty. The Second Edition explores governance changes wrought by the financial crisis and reform legislation; the responsible corporate officer doctrine, the honest services doctrine, and other theories of executive liability; issues raised by crowdfunding ; and the consequences of the Citizens United decision removing limits on companies independent political expenditures. New appendices give detailed advice on identifying, developing, refining, and researching topics for articles and on using the publishing process to invigorate one s professional network and career.
Legislation and case law following the relatively recent corporate scandals have increased scrutiny on the ethics and integrity of individuals, and the culture they create, at the highest levels within the corporate structure. The corporate General Counsel (GC) is a key member of that group. This enhanced attention increases the already substantial tensions facing the GC, who must navigate the demands and interests of various corporate stakeholders-including the board of directors, officers (particularly the CEO), stockholders, and employees-while also serving the best interests of the client, which is-and should only be-the corporation itself. In light of these heightened expectations on ethics, integrity, and other liability concerns, Indispensable Counsel: The Chief Legal Officer in the New Reality examines the key role of the independent, yet business-oriented, chief legal officer. Indispensable Counsel provides readers with the foundations of corporate representation followed by practical guidelines on how the multiple roles of GC are, or should be, resolved, with best practices as the goal. Former Supreme Court Justice of Delaware E. Norman Veasey and coauthor Christine T. Di Guglielmo bring their stature and wealth of experience in the field to bear in this must-have resource for anyone interested in the role of corporate counsel.
Best Practices for Corporate Governance and Compliance is an authoritative, insiders perspective on helping companies to mitigate risk through effective compliance. Featuring partners and chairs from some of the nations leading law firms, these experts guide the reader through the key governance responsibilities for corporations and executives and offer best practices for addressing those responsibilities through effective compliance programs. These top lawyers reveal their advice on how to overcome the common challenges associated with compliance by involving top-level management, strategically appropriating resources for compliance, and evaluating and updating programs regularly. From working with in-house counsel and managing relationships with outside auditors to understanding the extent of attorney-client privilege and evaluating the benefits of cooperation with the government, these authors address key concerns in both conducting internal investigations and responding to government investigations. Additionally, the current enforcement environment and trends in corporate governance and compliance are discussed.
