Special Issue Regulation Of Corporate Disclosure

The Regulation of Corporate Disclosure, Third Edition is a complete and up-to-date handbook on the issue of corporate disclosure, covering the impact of the federal securities laws on both informal communications and the process of communicating with shareholders. The Third Edition expands topics previously covered, addressing the legal issues and practical concerns surrounding implementation of the Private Securities Litigation Reform Act of 1995, the Sarbanes-Oxley Act of 2002, and the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. The book also has an in-depth treatment of managementand’s discussion and analysis (MDand&A), something that, although appearing in required SEC filings, involves many of the same difficult and complex issues raised by the informal disclosure process. Also addressed are: SEC reforms of the periodic reporting process; issues pertaining to stock research analysts and conflicts of interest; and various relevant corporate governance requirements and their disclosure implications. Critical areas analyzed include ;Disclosure requirements and anti-fraud provisions The duty to disclose Dissemination Issues involving materiality Disclosure of bad news Negotiations Dealing with analysts And much more!

This is a complete & up-to-date handbook on the issue of corporate disclosure, covering the impact of the federal securities laws on both informal communications & the process of communicating with shareholders. It includes a new discussion of the "Bespeaks Caution" doctrine, updated coverage of the materiality of government investigations & undisclosed illegal behavior, & cutting-edge analysis of the latest trends, such as electronic communications, SEC reforms, & MD & A requirements. Critical areas analyzed include: Disclosure requirements & anti-fraud provisions The duty to disclose Dissemination Issues involving materiality Disclosure of bad news Negotiations Dealing with analysts Projects & appraisals Stock repurchases Sensitive disclosure periods State disclosure obligations Corporate communication policies Shareholder communications The summary annual report Communicating with beneficial owner Dealing with analysts Communication & dissemination of information over the Internet And more.

The Model Rules of Professional Conduct provides an up-to-date resource for information on legal ethics. Federal, state and local courts in all jurisdictions look to the Rules for guidance in solving lawyer malpractice cases, disciplinary actions, disqualification issues, sanctions questions and much more. In this volume, black-letter Rules of Professional Conduct are followed by numbered Comments that explain each Rule's purpose and provide suggestions for its practical application. The Rules will help you identify proper conduct in a variety of given situations, review those instances where discretionary action is possible, and define the nature of the relationship between you and your clients, colleagues and the courts.

The Regulation of Corporate Disclosure is a one-volume treatise on the disclosure regime in place under the Federal securities laws. The treatise addresses the formal disclosure process (periodic reports, MD&A, Regulation FD), the informal disclosure process (press releases, social media, discussions with analysts), and the application of the antifraud provisions to these communications. The treatise includes chapters on scienter and materiality, and also addresses communications with and disclosure obligations to shareholders. The Fourth Edition has been significantly revised and, among other topics, includes coverage of: The duties and responsibilities of corporate officials relating to the disclosure process The most recent cases addressing disclosure issues, including decisions by the Supreme Court on topics such as the application of the antifraud provisions to beliefs and opinions Pronouncements by the U.S. Securities and Exchange Commission on disclosure issues, including consideration of the SEC's efforts to improve disclosure effectiveness The developing need to consider disclosure of public interest matters, including the effects of climate change on a company's business The disclosure requirements applicable to the proxy process, including the system for uncovering the identity of street name owners State disclosure obligations of the board of directors under its fiduciary obligations to shareholders.

This book is a remarkable case study of an environmental policy initiative for a national environmental regulatory system in the information age. In 1995 the Indonesian Ministry of Environment took the bold step to launch an environmental disclosure initiative called the Program for Pollution Control, Evaluation and Rating (PROPER). Under PROPER, environmental performance of companies is mapped into a five-color grading scale - Gold for excellent, Green for very good, Blue for good, Red for non-compliance, and Black for causing environmental damage. These ratings are then publicly disclosed through a formal press conference and posted on the internet. Not only did this simple rating scheme create a major media buzz and enhanced environmental awareness of the general public, but it also unleashed a wide range of performance incentives that showed how markets with environmental information could function in a developing country setting. The authors provide a multidisciplinary analysis of how the PROPER program harnessed the power of public disclosure to abate the problem of industrial pollution. They describe how the program has successfully improved the average environmental compliance rate from close to thrity per cent in 1995 to as high as seventy per cent in 2011. This improvement was driven primarily by information disclosure, which avoided expensive and unpredictable legal enforcement through the court system of Indonesia. The combination of institutional history and detailed economic and analyses sheds light on the role of policy entrepreneurs who laid the foundation for disclosure and transparency, despite the constraints of the Suharto regime. The PROPER program is now internationally recognized and continues to serve as a model for many developing countries.

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.

In a global economy, multinational companies often operate in jurisdictions where governments are either unable or unwilling to uphold even the basic human rights of their citizens. The expectation that companies respect human rights in their own operations and in their business relationships is now a business reality that corporations need to respond to. Business and Human Rights: From Principles to Practice is the first comprehensive and interdisciplinary textbook that addresses these issues. It examines the regulatory framework that grounds the business and human rights debate and highlights the business and legal challenges faced by companies and stakeholders in improving respect for human rights, exploring such topics as: the regulatory framework that grounds the business and human rights debate, challenges faced by companies and stakeholders in improving human rights, industry-specific human rights standards, current mechanisms to hold corporations to account, future challenges for business and human rights. With supporting case studies throughout, this text provides an overview of current themes in the field and guidance on practical implementation, demonstrating that a thorough understanding of the human rights challenges faced by business is now vital in any business context.