How to keep any nonprofit out of trouble, running smoothly, and accomplishing its mission "Jack Siegel--lawyer, accountant, management consultant, and computer whiz--takes the putative director or officer of a nonprofit organization on a useful and often entertaining voyage throughout the realm of the tax-exempt organizations universe, pointing out its quirks, foibles, and legal liabilities along the way. His handbook will make mandatory--and arresting--reading for those who are already serving as trustees, directors, officers, and key employees of exempt organizations, particularly charitable ones. Siegel's goal, in which he succeeds, is to help directors and officers of nonprofit organizations 'make better decisions.' The book is full of large policy analyses and paragraphs on the details, such as board size, board committees, board meeting formats, the contents of minutes, and the duties of officers. Salted with some excellent real-life examples, what also sets this book apart from most in its genre is the tone: the writing style, the brusqueness, the bluntness. He complains that too many directors 'check their good judgment at the boardroom door.' He advises individuals who 'desire agreement and demand adulation' to stay off boards; he insists on 'commitment' and 'institutional tension' with the executive director. He warns prospective directors that some organizations want, in addition to time and judgment, 'either your money or your ability to raise money.' To my delight, he extols the virtues of 'some level of expenditures' for qualified lawyers and accountants. Please join me in adding this most helpful handbook to your nonprofit library." --Bruce R. Hopkins, Attorney at Law, author of The Law of Tax-Exempt Organizations, Eighth Edition and Starting and Managing a Nonprofit Organization: A Legal Guide, Fourth Edition

It has never been more important for directors and management to have a clear understanding of directors' duties. Not only do we have a new, empowered, regulator in the form of the Financial Markets Authority, but the Courts are generating new case law, in the wake of the global financial crisis and finance company failures. This new edition of Duties and Responsibilities of Directors and Company Secretaries in New Zealand sets out in a clear and concise manner the duties imposed by law on directors and includes new commentary on the evolution of the interpretation by the courts and the regulators of these matters. Comprehensive indexes, cases and statute tables ensure relevant information is easily located.

The role of directors of financial institutions has changed significantly. Subsequent changes in regulation to protect shareholder and public interests have created new challenges for directors. This handbook provides advice from directors and regulators about what directors of financial institutions worldwide need to know to perform their duties.

Bank Directors', Officers', and Lawyers' Civil Liabilities, Second Edition is an essential resource for any attorney who is litigating or attempting to settle cases brought by the federal and state banking regulators against directors, officers, and legal counsel of financial institutions. It provides current analysis of the new law emerging from the courts, the Supreme Court's landmark decision in O'Melveny and& Myers v. FDIC and the demise of the federal common law regarding failed financial institutions. Directors' and officers' liability insurance and bank fidelity bonds are also covered in detail. John K. Villa guides you through the complexities of litigating an action - and discusses ways to reduce the chances of litigation - with strategic recommendations for all key players. This authoritative treatise answers essential questions such as: When is a bank director indemnified? How is the statute of limitations applied? What added responsibilities does a lawyer assume by becoming a bank director; does federal or state law control? What are acceptable courses of conduct for the bank? What must agencies prove before a court will enforce an administrative subpoena for financial data? How does the Sarbanes-Oxley Act of 2002 affect those banks that constitute a public company?

Colleges and universities play an important role in training competent and ethical future academic and business leaders. In today’s global business environment, with volatile worldwide capital markets and eroded investor confidence in corporate accountability, the demand for effective corporate governance and ethical conduct in ensuring reliable financial information is higher than before. This book is intended to develop an awareness and understanding of the main themes, perspectives, frameworks, concepts, and issues pertaining to corporate governance and business ethics from historical, global, institutional, commercial, best practices, and regulatory perspectives.

As a result of numerous recent corporate and accounting scandals, corporate officers, directors, managers, and trustees now face a host of new problemsand—ranging from a blizzard of new legislation, rules, and responsibilitiesand—to increased SEC oversight, new NYSE and NASDAQ listing standards, new fiduciary and other duties, and crushing new criminal penalties. Representing Corporate Officers, Directors, Managers, and Trustees tells you what to look for...what to look out for...and what steps to take to protect your corporate clients in todayand’s harsh regulatory environment. Itand’s the only up-to-date work of its kind to offer both in-depth analysis and practical guidance on every key aspect of this critically important area. This completely updated Second Edition thoroughly covers: Directorsand’ duty of careand— including the different standards which have been imposed on directors regarding the duty of care...the duty of loyalty...the business judgment rule... when directors are entitled to rely on the advice of others...improperly influencing audits under the Sarbanes-Oxley Act... improper distributions...and more. Conflicts of interestand—with examples of conflict of interest transactions, and discussion of loans to or by directors and officers...secret profits...and the duty to safeguard confidential or inside informationand— plus, how certain transactions considered improper can be ratified and thus become legitimate. Federal securities lawsand—including everything from overviews of the laws, the SEC, and securities themselvesand— to jurisdiction, pleading, remedies, and defenses in securities cases... the new criminal penalties...and attorneysand’ responsibilities regarding liability under Sarbanes-Oxley. Indemnification and insuranceand— with discussion of mandatory and permissive indemnification and the scope of indemnification in various states... when a director may be indemnified even if not wholly successful in defense of anaction...directorsand’ and officersand’ liability insurance...types and extent of insurance coverage...tax law treatment...and exclusions. Tender offersand—including antitakeover measures, two-tier and squeeze-out mergers, and golden parachute agreements, poison pill plans, and greenmail...potential liability in tender offers...and implementing mergers and acquisitions, with securities law, antitrust, tax, accounting, and labor law considerations.

If you’re a business owner, incorporation can help you protect your personal assets and cut down your tax bill. But all the paperwork and legalese can make incorporation seem like more trouble than it’s worth. Incorporating Your Business For Dummies offers all the savvy tips you need to get incorporated — starting today! Whether your business is big or small, incorporating isn’t as simple as it could be. This handy reference makes incorporation make sense, and guides you through the process step by step. From handling the mountain of paperwork to getting back to business once you’re finished, Incorporating Your Business For Dummies offers a wealth of helpful advice on these and many more topics: Knowing whether or not incorporation can help you Choosing the type of entity that will work best for your business Dealing with shareholders and shareholder agreements Transferring money and assets in or out of the corporation Documenting corporate actions and maintaining compliance Finding the right attorney, accountant, tax advisor, and other professionals Written by the experts at The Company Corporation, who handle more than 100,000 incorporations every year, this helpful book offers the kind of advice you can only get from professionals — but in a user-friendly, lingo-free format. Whether you just want a little help with the paperwork, or don’t even know what a corporation is, you’ll find everything you need to know: What limited liability means Corporate statutes, bylaws, and articles Choosing directors and assigning duties The benefits of S corporation status Deciding where to incorporate Registering corporate names and domain names Balancing equity versus debt Understanding shareholder rights Getting your financial information in order Hiring a professional to help with corporate compliance If you want step-by-step help on setting up your corporation, dealing with the paperwork, and getting off on the right foot, Incorporating Your Business For Dummies is the only resource you need. Packed with the kind of tips and advice you’ll find nowhere else, it’s the uncomplicated way to get incorporated.

Bank Directors', Officers', and Lawyers' Civil Liabilities, Third Edition is an essential resource for any attorney who is litigating or attempting to settle cases brought by the federal and state banking regulators against directors, officers, and legal counsel of financial institutions. It provides current analysis of the new law emerging from the courts, the Supreme Court's landmark decision in O'Melveny & Myers v. FDIC and the demise of the federal common law regarding failed financial institutions. Directors' and officers' liability insurance and bank fidelity bonds are also covered in detail. John K. Villa guides you through the complexities of litigating an action - and discusses ways to reduce the chances of litigation - with strategic recommendations for all key players. This authoritative treatise answers essential questions such as: When is a bank director indemnified? How is the statute of limitations applied? What added responsibilities does a lawyer assume by becoming a bank director; does federal or state law control? What are acceptable courses of conduct for the bank? What must agencies prove before a court will enforce an administrative subpoena for financial data? How does the Sarbanes-Oxley Act of 2002 affect those banks that constitute a public company? New developments analyzed in the Third Edition include: Updated guidance from the banking regulatory agencies on implementing effective Bank Secrecy Act/Anti-Money Laundering compliance programs. Updated regulations on the application of the Volcker Rule. Recent ethics opinions addressing the nature and extent of a lawyer's duty with respect to the return of a client's files. An attorney's liability as a joint tortfeasor for participating in another's breach of fiduciary duty. Updated guidance on the imposition of firm-wide penalties in enforcement actions and on capital requirements for community banking entities. New case law addressing issues under the Delaware indemnification statute. Note: Online subscriptions are for three-month periods.