THE PUBLIC COMPANY HANDBOOK - Perkins Coie

[Pages:400]THE PUBLIC COMPANY HANDBOOK:

A Corporate Governance and Disclosure Guide for Directors and Executives

Stewart M. Landefeld Andrew B. Moore Jens M. Fischer Brian J. Eiting

with additional contributing authors from Perkins Coie LLP

ANCHORAGE ? BEIJING ? BELLEVUE ? BOISE ? CHICAGO ? DALLAS ? DENVER ? LOS ANGELES ? MADISON ? NEW YORK ? PALO ALTO ? PHOENIX ? PORTLAND ? SAN DIEGO ? SAN FRANCISCO ? SEATTLE ? SHANGHAI ? WASHINGTON, D.C.



Fourth Edition December 2011

?2002?2011, Perkins Coie LLP. All rights reserved. No part of this book may be reproduced or transmitted in any form by any means, electronic or mechanical or otherwise, including without limitation photocopying, recording, or by any information storage and retrieval system, without prior written permission.

About this Handbook

Perkins Coie is pleased to share with you this Fourth Edition of The Public Company Handbook: A Corporate Governance Guide for Directors and Executives.

We have designed this practical and easy to digest guide for directors and executives of public companies. Directors and officers can face a bewildering task in understanding the myriad SEC, NYSE, Nasdaq and state law issues that apply to their organizations. The first step in fulfilling the duties of being a director or officer is getting a "lay of the land," and that is what this slim volume seeks to provide. We've written this guide in a "plain English" style to discuss topics such as:

? The best "In the Board Room" corporate governance practices

? NYSE and Nasdaq requirements and guidelines

? Insider reporting obligations and trading restrictions for directors and officers

? Public disclosure obligations, including those under Regulations FD and G

? How to set up a Rule 10b5-1 Trading Plan

? How to establish an Annual Meeting/Proxy Calendar

? How to manage the Dodd-Frank Act rules and regulations

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