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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About RR Donnelley Financial Services Group
As the world's largest provider of integrated communications, RR Donnelley successfully leverages our global platform, industry leading service organization and enduring financial stability to help our clients achieve their goals.
With over 147 years of experience, RR Donnelley works collaboratively with thousands of clients worldwide to provide a range of solutions to address all of their business communications needs.
Our unparalleled print capacity, innovative technologies and deep industry expertise make RR Donnelley the partner of choice for corporations and their advisers.
? Compliance and EDGAR? filings ? Notice and Access ? Flexible XBRL solutions ? Judgment-dependent outsourcing services ? Global financial and commercial printing ? Self-service filing solution ? Single-source composition services ? Translations and multilingual communications ? VENUE? Virtual data room services ? Enhanced digital output
RR Donnelley is a reliable single-source solution for all of your business communication needs. As a Fortune 250 company, we are eager to put our strength, scale and expertise at your disposal. To learn more, please visit financial..
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