The Sarbanes Oxley Deskbook

PLI's Guide to the Sarbanes-Oxley Act for Business Professionals is an ideal source of practical information on this high-impact legislation--comprehensive yet concise, authoritative yet affordable.

In one concise volume, the new sixth edition of Securities Law and Practice Deskbook contains thorough but accessible insight into securities law and regulation, including the sweeping Dodd-Frank changes and the Commission's recent enactment of the "proxy access" rules. Featuring step-by-step checklists that spotlight what you should and should not do as an adviser in the securities arena, this practical treatise enables you to help corporate entities * Deal effectively with the Securities Act registration process -- focusing on the procedures, disclosure requirements, and documents involved, including the drafting of prospectuses, the due diligence necessary to ensure accuracy, and electronic filing * Handle registration and reporting under the Exchange Act -- both initial and mandated periodic reporting, including the revisions made under both Sarbanes-Oxley and the recent financial reform legislation * Minimize liability risks under the Exchange Act -- by understanding what triggers violations under Rule 10b-5, Section 16(b), and Section 14, and by avoiding such practices as churning and market manipulation Securities Law and Practice Deskbook covers the recent legislative, regulatory and judicial changes that * Revised the net worth standard of qualifying as an accredited investor * Increased the SEC's ability to impose penalties in cease-and-desist proceedings * Requires the creation of "claw-back" provisions in listed company compensation plans * Significantly revised "proxy access" and "proxy voting" regulations

Called "the bible for securities lawyers" by FORTUNE MAGAZINE!The new Sarbanes-Oxley Deskbook is todays most comprehensive and current one-stop guide to the far-reaching public company governance, disclosure, and reporting reforms triggered by the Sarbanes-Oxley Act of 2002 and related SEC, NYSE, and NASD initiatives.Designed to help attorneys, directors, officers, accountants, auditors, and research analysts, The Sarbanes-Oxley Deskbook offers you a uniquely clear understanding of these daunting new requirements and the procedures you must implement to ensure full, problem-free compliance. Covering strict CEO/CFO certification standards, expanded prohibitions on non-audit services, new bans on loans to insiders, new attorney up-the-ladder disclosure requirements, and other mandates, the Deskbook offers you: . Clause-by-clause analysis of the SOA and related rules - with expert commentary on how to proceed in the wake (or absence) of official guidance. Step-by-step direction on how to satisfy all new governance, disclosure, and reporting standards - with the help of checklists and sample forms and committee charters. Clear warnings about the tougher new civil and criminal penalties for SOA-related violations

Financial Reporting of Environmental Liabilities and Risks is a complete guide to developing the underlying business systems to successfully report environmental matters in audited financial statements and reports filed with the Securities Exchange Commission (SEC). It sets forth relevant reporting and internal control standards and discusses important issues affecting reporting entities, accountants, lawyers, and environmental professionals.

The Corporate Secretary's Answer Book is the only comprehensive, single-volume reference to address the specific tasks corporate secretaries face on a daily basis in a Q&A format. Every topic is conveniently listed for easy reference with an index organized by commonly used terms. With all of this valuable "know-how" located within one volume, corporate secretaries will be able to find the best way to proceed with any particular matter, quickly and confidently. The Corporate Secretary's Answer Book also includes sample forms and checklists that offer step-by-step guidance to completing each phase of the corporate secretary's duties throughout the year, especially under Sarbanes-Oxley, including: Conduct of Shareholder Meeting Guidelines - Annual Meeting Script - Minutes of Incentive Committee Meeting - Establishing a Special Litigation Committee of the Board - Audit Committee Charter - Corporate Governance Listing Standards - Corporate Governance Guidelines - Corporate Disclosure - and much more!

Expanded and completely reorganized to meet the needs of today's increasingly prescriptive environment, Public Company Deskbook: Complying with Federal Governance and Disclosure Requirements is your one-stop center for expert counsel on how to deal effectively with the overlapping legislative, regulatory and private initiatives to reform public company governance and disclosure practices over the past decade. The enhanced Deskbook provides in-depth practical guidance centered around each of the following areas: Board Structure & Governance; Shareholder Meetings; Audit Committee, Auditor Policy & Auditor Disclosure; Compensation Committee, Compensation Policy & Compensation Disclosure; Public Company Reporting & Compliance; and Corporate Investigations & Whistleblowing. Included are numerous sample forms, checklists and documents, such as sample committee charters, director and officer questionnaires and annual meeting timelines for both NYSE- and Nasdaq-listed companies. Also addressed are current shareholder relations, including the prevalence, SEC-profile and outcome of common shareholder proposals, an analysis of proxy-advisor withhold recommendations and a comprehensive activist update. Written by three partners with Sullivan & Cromwell LLP, Public Company Deskbook: Complying with Federal Governance & Disclosure Requirements, Third Edition is an indispensable resource for securities practitioners, compliance officers, directors, officers, accountants, auditors, and research analysts, and an important reference for securities regulators.

The fifth edition of The Corporate Counsellor's Deskbook offers insightful analysis of the key areas of the law of critical interest to in-house counsel and corporate law departments, as well as outside firms and attorneys who represent corporate clients on a regular basis.The authors provide step-by-step guidance on issues such as: Employment agreements and executive compensationManaging complex litigation and litigation budgetingImplementing internal procedures to protect against insider trading and internal file controlsTaking advantage of alternative dispute resolution formatsCounseling on employment law and intellectual propertyNoncompetition agreementsImport regulation and customs complianceEnvironmental law concerns.Additional topics in the Fifth Edition include:

This book provides an in-depth analysis of the FCPA and significantly expands upon the first with critical updates reflecting the latest developments of the Act; a broader and more expansive analysis of the FCPA, including those aspects that relate directly to Sarbanes-Oxley; and a detailed analysis of the debarment practices associated with the anti-corruption policies of the World Bank Group.