Responsibilities of Corporate Officers and Directors Under Federal Securities Law 2020-2021 Edition

Responsibilities of Corporate Officers and Directors Under Federal Securities Law helps mitigate personal risk for management and board members by assuring they have a complete understanding of their duties and liabilities under the federal securities laws.

Wolters Kluwer attorney-editors examine duties and liabilities under the Securities Act of 1933 and the Securities Exchange Act of 1934, relevant portions of the Investment Company Act of 1940 relating to mutual funds, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the JOBS Act, and the Sarbanes-Oxley Act of 2002.

Responsibilities of Corporate Officers and Directors Under Federal Securities Law also discusses important areas of state law such as the business judgment rule, a state law doctrine shielding directors and officers from liability in the conduct of ordinary corporate affairs and certain actions such as takeovers and tender offers.

Other topical areas include: Individual liability in connection with a company's securities offerings, mergers and acquisitions, and investment company directors.

New material in the 2020-2021 Edition includes new or expanded discussions of:

• A recent line of Delaware cases discussing plaintiffs' ability to state a Caremark claim for lack of oversight of "mission critical" aspects of a company's business
• SEC rule amendments imposing stricter shareholder proposal eligibility requirements and resubmission thresholds
• Amendments to the SEC's whistleblower rules, including changes intended to streamline the process, coming at the end of a year in which the agency set new records for awards made and aggregate amounts awarded
• A recent holding of the Second Circuit that the Dirks personal-benefit test does not apply to insider trading prosecutions under the Criminal Code
• Guidance on how the rule for determining perquisites may apply during COVID-19

Previous Edition: Responsibilities of Corporate Officers and Directors Under Federal Securities Law, 2019-2020 Edition, ISBN 9781543806687