Corporate Governance for Public Company Directors [Paperback]

Lowy (Author)

Book Description

ISBN-10: 0735541035 | ISBN-13: 978-0735541030 | Publication Date: February 1, 2003

Corporate Governance for Public Company Directors takes you step-by-step through the new regulatory requirements that now shape the role of the corporate director. You'll find all of the information you need, including complete coverage of:

• Sarbanes-Oxley Act
• NYSE Rules
• NASDAQ Rules

In this essential new work, the author:

explains the roles boards play in giving strategic direction to the company, in reviewing proposed acquisitions and declaring dividends, as well as the difficulties they face in change of control situations.

guides directors in the practicalities of how to establish agendas and review minutes.

provides tips on how to establish a productive and manageable flow of information.

evaluates the use of independent legal counsel and other advisers, and investigations, as well as the roles directors should play in communications with shareowners and other constituencies through proxy statements, SEC filings and on-line conference calls.

devotes several chapters to the more limited impact of the new rules on boards of mutual funds and non-U.S. issuers.

Finally, and of great value, the author tells directors how to work together cohesively, what "red flags" to look for that signal trouble on the horizon and what factors to consider in deciding whether to accept a directorship ... or resign from one! Many of the book's best chapters are short and pithy. A few chapters, such as those on the specialized roles of the compensation and audit committees under the new standards, require (but reward) patience with the detail. These have become complex technical subjects that are almost meaningless without the details. The number of practical suggestions in this little book is amazing, and although not every corporate governance expert will agree with every suggestion, taken as a whole, the compendium is uniquely useful. Having himself been a senior corporate officer and director, and a partner in two national law firms, as well as independent counsel to mutual fund and other boards, the author knows, as much as anyone today, whereof he writes. Turn to Corporate Governance for Public Company Directors for quick, expert advice on what directors need to know about the new rules, and how to be a hero in today's corporate climate.

Editorial Reviews

From the Publisher

Laws and regulations that have been enacted and numerous other laws and regulations currently being debated in the SEC, Congress, NYSE, NASDAQ and other agencies or exchanges mandate the most important changes in corporate governance issues of public companies in American history. The new regulations impose watchdog function on directors, but the job of the corporation is still to build a business and make profits. Directors have to exercise their fiduciary and watchdog functions in a manner that interferes as little as possible with the job that the company is in business to do.

Public company directors have many books and other learning tools available to them. The goal of this book is to offer an easy to read summary of the functions of directors in the context of the newly enacted laws and regulations. Along with a straightforward review of these new laws and regulations, the book offers numerous practical suggestions and tips from an expert who has sat on boards as well as represented board members.

This book covers the following topics, written in plain English, making it a quick and useful reference not only to the corporate secretary and corporate counsel, but especially to directors.

· Definition of Independence
· Meetings of Independent Directors
· Corporate Governance Committees
· Audit Committees
· Corporate Code of Ethics
· Indemnification and Insurance
· Meeting Minutes
· Investigations
· Board Advisors
· Balance Sheet and Corporate Commitments
· Cohesive Boards after Sarbanes-Oxley Act

About the Author

Mr. Lowy is a lawyer and writer whose experience includes having been a partner in two international law firms, Gibson, Dunn & Crutcher and Hughes Hubbard & Reed, a bank executive, and an entrepreneur. He is the author of High Rollers: Inside the S&L Debacle (Praeger 1991) and the Practical Handbook for Bank Directors (Financial Services Press 1995). He is a graduate of Amherst College and Yale Law School. He conducts a limited law practice representing independent directors.

Product Details

• Paperback: 120 pages
• Publisher: Aspen Publishers (February 1, 2003)
• Language: English
• ISBN-10: 0735541035
• ISBN-13: 978-0735541030
• Product Dimensions: 10.1 x 7 x 0.3 inches
• Shipping Weight: 9 ounces (View shipping rates and policies)
• Amazon Best Sellers Rank: #3,262,670 in Books (See Top 100 in Books)

More About the Author

Martin Lowy, a native New Yorker, was educated at Amherst College and Yale School, where he was managing editor of the Yale Law Journal.

He spent the first 20 years of his career as a corporate lawyer, practicing as a partner at Hughes Hubbard & Reed and Gibson, Dunn & Crutcher. His main fields of practice were banking a securities law, with an emphasis on regulated institutions. In addition to representing banks, mutual funds, a major accounting firm and a large auto company, Mr. Lowy represented the New York State Superintendent of Banks in problem bank situations and represented the Federal Deposit Insurance Corporation in the liquidation of Franklin National Bank, at the time the largest bank failure in American history.

Mr. Lowy served on the staffs of several commissions to reform the banking laws in New York and nationally, and taught in the graduate banking program at Boston University Law School. He has served on the boards of directors of banks and corporations.

Mr. Lowy left the practice of law to become a senior bank executive. He served as vice chairman of a regional bank for three years.

After that tenure, the savings & loan debacle story attracted him. He found that the books being written on the subject were trying to sensationalize the story; the facts, he felt, were sensational enough. So he wrote High Rollers: Inside the S&L Debacle, a New York Times Notable Book of the Year in 1991. The U.S. Supreme Court cited High Rollers as the authority on the subject.

During the 1990s, Mr. Lowy founded a high-tech sports simulation company, which he ran for seven years, creating state-of-the-art games and making sales throughout the world.

Mr. Lowy's books include the Practical Handbook for Bank Directors (published in 1995), an acclaimed "how-to" book that is used in over 200 bank boardrooms, Corporate Governance for Public Company Directors (published in 2003), and Think Better Golf (also published in 2003).

He took a few years off, having such a good time playing golf and enjoying the Florida sunshine that he wrote no books for five years. But at the end of 2008, the financial crisis subject grabbed him, and he dove into Debt Spiral: How Credit Failed Capitalism full-time, resolved to bring to the economic crisis of 2007-2009 the same professional and direct approach that he took successfully in High Rollers.

Published in October 2009, Debt Spiral is, Martin Lowy believes, an important book. It is the first real history of the Crisis. It also extracts from the Crisis the lesson that America and Americans rely too much on debt and that the Government's various subsidies for debt are part of the problem.

At this writing, Debt Spiral has just been published.

Mr. Lowy already is at work on a brief sequel to Debt Spiral that will outline in greater detail the policy recommendations that appear in Part III of Debt Spiral.

Martin Lowy is neither a leftist nor a rightist; nor is he a wishy-washy centrist who advocates a little of this and little of that. He finds that both the left and the right have seriously flawed views of the economic world. His mission is to explain the economic world to the public so that they can see behind the various masks that ideologues adopt.