Walter Effross's Books

Corporate Governance

Principles and Practice

By: Walter Effross

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Corporate Governance

Principles and Practice

By: Walter Effross

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.

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842

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Aspen Publishing

Published Date

ISBN 10

1454835206

ISBN 13

9781454835202

Corporate Governance

Principles and Practice

By: Walter A. Effross

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Corporate Governance

Principles and Practice

By: Walter A. Effross

Corporate Governance examines in an extraordinarily practical and accessible way the legal concerns of today’s shareholders, stakeholders, directors, officers, and their counsel, with a special emphasis on drafting documents and developing procedures to anticipate and prevent problems. Designed for real-world application by students, practitioners, executives, investors, and activists, the text includes excerpts from only the most important judicial decisions. Extensive notes and analyses provide context from courts, commentators, institutional investors, proxy advisors, stock exchange requirements, and businesspeople. Dozens of examples “ripped from the headlines,” or taken from corporate documents, the “Great Books,” or pop culture illustrate and illuminate key principles. Appendices offer detailed information to establish, support, and advance the reader’s career in corporate governance practice. New to the Third Edition: Composite provisions, offset in text boxes, patterned on the corporate governance guidelines of major corporations, identify the issues in and approaches to drafting such documents. New appendices discussing: On Preparing and Presenting “Actionable” Advice, for both executives and their counsel (Appendix B), and Ten Tips for Transparency in Posting Core Corporate Documents Online (Appendix C); and a fully updated list of Recommended Resources for Corporate Governance Research (Appendix A). In Chapter 1, enhanced discussion and examples of themes and trends in the study, theory, and practice of corporate governance. Throughout Chapter 2, expanded treatment of the directors’ responsibility to monitor and reduce risks (including special issues of cybersecurity); and analyses of the rules of conduct for board meetings, of variable/differential voting powers of directors; and of emergency bylaws. In Chapter 3, new discussions of meetings in “executive session,” and of the viability of a policy against a company’s directors’ dating each other; and additional material on: constraints on executives’ “private” activities and statements; special responsibilities of members of the audit committee; and the composition and role of the executive committee. In Chapter 4, updated discussions of virtual meetings of shareholders, of the rules of conduct for shareholder meetings, and of forum selection provisions for intracorporate litigation; and new sections on “loyalty shares”/“tenure voting,” on fee-shifting provisions, and on mandatory arbitration provisions. In Chapter 5, new examinations of: increased efforts (and mandates) to diversify the composition of boards; the “financial literacy” requirement for (some) directors; enabling the CEO also to serve as the board chair; the role of the “executive chair”; “golden leashes” for directors; the roles and responsibilities of advisory board members, advisory directors, emeritus directors, honorary directors, and board observers; proxy access proposals; and “refreshing” the board through age and term limits for directors. In Chapter 6, expanded discussions of clawbacks, restrictions on executives’ pledging and hedging company stock, Key Employee Retention Plans (KERPs) in bankruptcy situations, “golden hellos,” and “say on pay” litigation; and an analysis of the recent requirement of “pay ratio disclosure.” In Chapter 7, updated material on ESG (Environmental, Social, and Governance) issues, and on social enterprises such as benefit corporations and Certified B Corporations. In Chapter 8, a new discussion of the role and relationship to corporate counsel, of the chief compliance officer. Professors and students will benefit from: References to more than 200 newly added decisions. Identification of hundreds of intriguing topics for papers and/or blogs. Comparisons and contrasts of the governance practices supported by institutional investors, proxy advisors, and stock exchanges. A practice-ready, drafting-oriented approach to the systems, structures, and strategies of corporate governance.

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Page Count

1144

Publisher

Aspen Publishing

Published Date

ISBN 10

1543825850

ISBN 13

9781543825855

Keeping Your Own Counsel

Simple Strategies and Secrets for Success in Law School [Connected EBook]

By: Walter A. Effross

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Keeping Your Own Counsel

Simple Strategies and Secrets for Success in Law School [Connected EBook]

By: Walter A. Effross

Keeping Your Own Counsel: Simple Strategies and Secrets for Success in Law Schoo, by Professor Walter A. Effross, is a unique toolkit of practical systems, schedules, and scores of (sometimes-surprising) suggestions, to help students distinguish themselves in the classroom, the exam room, and the interview room. Buy a new version of this textbook and receive access to the Connected eBook on CasebookConnect, including: lifetime access to the online ebook with highlight, annotation, and search capabilities, plus an outline tool and other helpful resources. Connected eBooks provide what you need most to be successful in your law school classes. Drawing on the author’s seven years of big-firm practice and quarter-century of full-time law teaching, the book provides encouraging and immediately-usable methods to support students throughout their law school careers, starting well before the first day of classes. Keeping Your Own Counsel includes structures for mastering information, maximizing efficiency, minimizing stress, and building a portfolio of publications. Students will benefit from: Clear and meaningful discussions, with numbered lists of considerations, questions, and suggestions Consistent emphasis on maintaining and cultivating one’s purpose, values, and professional and personal ethics Recommendations of effective ways to use inexpensive and easily-available, but often-overlooked, resources Chronological coverage includes: pre-law reading; becoming fully oriented; how law school differs from, and resembles, law practice; core lists to maintain; preparing for classes and exams; exam-taking; analyzing, and writing, law review articles; selecting upper-level courses; judicial clerkships; and, succeeding in job interviews. Eight detailed appendices present lists of: dozens of ways to enhance the lawyer’s role in decision-making; more than 150 potential paper/blogging topics; over 50 elements of contract-drafting; and, more than 25 creative career categories of practice in corporate and ESG (Environmental, Social, and Governance) law.

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Page Count

190

Publisher

Aspen Publishing

Published Date

ISBN 10

1543828337

ISBN 13

9781543828337

Corporate Governance

Principles and Practice

By: Walter Effross

Write a review Read reviews Take a Quiz Solve Book Puzzle

Corporate Governance

Principles and Practice

By: Walter Effross

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Solve jigsaw puzzle

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Page Count

842

Publisher

Aspen Publishing

Published Date

ISBN 10

1454835206

ISBN 13

9781454835202

Keeping Your Own Counsel

Simple Strategies and Secrets for Success in Law School [Connected EBook]

By: Walter A. Effross

Write a review Read reviews Take a Quiz Solve Book Puzzle

Keeping Your Own Counsel

Simple Strategies and Secrets for Success in Law School [Connected EBook]

By: Walter A. Effross

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Solve jigsaw puzzle

Age

Page Count

190

Publisher

Aspen Publishing

Published Date

ISBN 10

1543828337

ISBN 13

9781543828337

Book's by Walter Effross

Corporate Governance

Corporate Governance

Corporate Governance

Corporate Governance

Keeping Your Own Counsel

Keeping Your Own Counsel

Corporate Governance

Corporate Governance

Keeping Your Own Counsel

Keeping Your Own Counsel

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