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Corporate Governance for New Directors: The Basics and Beyond

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    Available in PDF - DJVU Format | Corporate Governance for New Directors: The Basics and Beyond.pdf | Language: ENGLISH
    Michael L. Whitener(Author),Robert N. Walton(Author),Blake Redding(Author)

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Appointment to a corporate board of directors is a tribute to an individual's leadership abilities, business acumen, and integrity. It is literally a vote of confidence by a company's shareholders that a particular individual can be relied upon to protect the shareholders interests and maintain the company on a responsible and profitable trajectory.

During the past decade, however, board directorships have come to be cast in a different, and not always flattering, light. Corporate scandals have exposed numerous cases where directors were "asleep at the switch," failing to carry out their fiduciary duties, with drastic consequences for the corporation and its shareholders. Directors now face increased risk of being held liable for corporate failures and malfeasance. Being a corporate director has become a potentially perilous undertaking.

Corporate Governance for New Directors provides newly appointed directors with the tools needed to carry out their duties to the corporation with care and intelligence, while avoiding the many potential pitfalls. The focus is on the basics, what every director must know. But it goes beyond the basics in addressing issues relevant to global companies, the subtleties of the director's relationships with management and shareholders, and what recent failures in corporate governance can teach the new director. It will prove to be an indispensable resource for the dedicated director.

About the Authors

Michael L. Whitener is a principal in the Washington, D.C. office of VistaLaw International. The author of Creating Software Alliances (Aspatore 2007), Mr. Whitener has a legal practice focused primarily on international corporate transactions, assisting software and other high-technology clients develop their global businesses and protect their intellectual property abroad.

Robert N. Walton is a principal in the Washington, D.C. office of VistaLaw International. Mr. Walton, who has legal expertise with regard to a variety of transactional, intellectual property, and compliance matters, has conducted Foreign Corrupt Practices Act and business ethics training for global companies as well as provided corporate governance advice to clients in the Middle East and elsewhere.

Blake Redding is a principal in the Paris office of VistaLaw International. An avocet admitted to the Paris bar, Mr. Redding has handled a wide variety of international legal projects ranging from mergers and acquisitions, joint ventures, and financings to global corporate ethics, compliance, and risk management programs.

VistaLaw International, with offices in Paris, London and Washington, D.C., is a legal services firm created by former in-house counsel with extensive international experience that is dedicated to providing practical, cost-effective legal advice to global companies. VistaLaw's services include corporate governance review and structuring, drafting and negotiation of commercial contracts, and handling of international merger and acquisition transactions.

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Required Software Any PDF Reader, Apple Preview
Supported Devices Windows PC/PocketPC, Mac OS, Linux OS, Apple iPhone/iPod Touch.
# of Devices Unlimited
Flowing Text / Pages Pages
Printable? Yes

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Review Text

  • By Deanna's World on November 28, 2009

    I just finished reading your new book "Corporate Governance for New Directors" and found it really hit the mark for a first-time director. It is clear, to the point and provides great insights and guidance - a great read overall. As a new Director, your book gave me some good ideas and areas to focus on and I would highly recommend it to first-time and more experienced directors to read. Well done!

  • By Laurance Alvarado on March 15, 2010

    This book is a must-read for leaders, executives and board members who need to make informed decisions regarding organizational governance. This isn't a legalistic tome that leaves the reader with a sense of "so what?" - it's an action-oriented primer that answers both the "so what" and the more relevant "now what?"Weaving an easy-to-comprehend presentation with real-world examples, the authors provide a principle-driven perspective on the how's and why's of establishing the elements of boards. Clearly based on legal and leadership constructs, the material doesn't rely on arcane arguments and risk-management semantics to avoid "bad things"; but, rather provides a positive approach of what "can" be done, as well as the corresponding benefits.The bulk of the content is dedicated to effective board operations - composition, roles and responsibilities, one and two-tier boards, and applicability to state-owned enterprises. However, the limits are only in perspective. The principles presented are equally applicable to the start-up looking for the right structure and composition; the established company looking to improve transparency, duty to shareholders and independence; the non-profit looking to formalize roles and responsibilities; or the public-sector organization needing objective oversight.The authors also present good points for consideration regarding the relationship between the board and management, as well as the responsibilities vis-à-vis the shareholders - a topic that resonates well in light of many current violations of shareholder stewardship.The indispensible chapter of "When Corporate Governance Fails: Seven Lessons for New Directors" should be part of every director's (old and new) information packet. These are fundamentals, which can't be ignored and address oversight, shareholders, leadership, compliance, communication, the "good faith" rule, and other areas.My personal verdict: this book punches above its weight - at just over 100 pages, it's a quick and relevant read. My own company, as well as my clients have benefitted from this book.

  • By Robert Rieders on January 27, 2010

    Many books on corporate governance have been published in recent years, but I particularly enjoyed this straightforward, plain-English guide to what the newly minted director needs to know to carry out his or her responsibilities skillfully. This useful primer concisely covers the range of topics with which a new board member needs to be familiar, from dealing with management and shareholders, to legal obligations, to facing the challenges of multinational business. I especially appreciated the chapter that draws concrete lessons for directors from recent corporate governance scandals.I'd recommend putting this book into the hands of anyone new to a board of directors. It would make a great refresher for experienced directors as well.Rob RiedersAssociate General CounselPixar Animation Studios


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