LibGuides: Corporate Compliance: Corporate Governance

Overview Resources

Lexicon Glossary (Corporate Governance Institute)
Short articles that explain terms used in corporate governance practice

Bloomberg Law's Corporate Governance Practice Center
Collection of links to practical guidance, news and analysis, state corporation laws, sample documents, agency, exchange and SRO materials and more.
Practical Guidance: Board of Directors
Sample documents, practice notes, checklists and more organized by topic including: Board Composition, Board Refreshment, Board Effectiveness, D&O Insurance, Fiduciary Duties, Onboarding, Filling Vacancies, Removing Directors and Indemnification and Advancement.
Elgar Encyclopedia of Corporate Governance
Encyclopedia offering a "comprehensive overview of the economic, political, social, legal and environmental impacts of corporations across the globe." Includes chapters on Board roles and processes, Board reforms and diversity, corporate social governance, corporate financing, forms of governance and more.

Federal Statutes & Regulations

Securities Act of 1933
Often referred to as the "truth in securities" law, the Securities Act of 1933 has two basic objectives: 1) require that investors receive financial and other significant information concerning securities being offered for public sale; and 2) prohibit deceit, misrepresentations, and other fraud in the sale of securities. Mandates registration of securities sold in the US.
Securities Exchange Act of 1934
Created the SEC and gave it powers to prohibit certain conduct, enforce those rules, and to require periodic reporting by companies with publicly traded securities
Sarbanes-Oxley Act of 2002
"Act mandated a number of reforms to enhance corporate responsibility, enhance financial disclosures and combat corporate and accounting fraud, and created the "Public Company Accounting Oversight Board," also known as the PCAOB, to oversee the activities of the auditing profession"
Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010
Instituted reforms covering consumer protection, trading restrictions, credit ratings, regulation of financial products, corporate governance and disclosure, and transparency.
SEC Regulations
Table linking to CFR sections enforcing each of the acts listed above.

State Corporate Law

State Business, Benefit & Nonprofit Corporation Statutes
Table linking to the state statutes for all three different types of entity for each of the 50 states and Washington, DC.

PA: Title 15 CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
PA Corporations code covering entity creation, entity transactions, corporate powers, duties, and safeguards, directors and officers, corporate changes and other operations.
Uniform Securities Acts (NASAA)
Uniform/model acts drafted by the NORTH AMERICAN SECURITIES ADMINISTRATORS ASSOCIATION, a trade association. Most states have adopted one of these models but others have adopted portions from each or drafted their own statutes.

State Securities Regulation Tracker
Continually updated list of newly proposed or enacted securities regulations in all 50 states. Sort by jurisdiction, topic, or document type (proposed, final rule etc.) Can also create an alert to receive future updates via email.

News

Corporate Governance Institute
Educational technology company that provides "advanced governance training and certification at the highest level for board directors and aspiring directors." See Insights tab for analysis, podcasts, and some free case studies (other resources require a paid membership for access)

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See Insights tab for analysis, podcasts, and some free case studies (other resources require a paid membership for access)

In-House Counsel Newsletter
Legal newsletter written by Bloomberg Law reporters and attorneys from prominent firms. Can subscribe to receive new issues by email.

Study Aids and Online Tutorials

Examples & Explanations for Corporations
Call Number: Reserve Study, ask at Circulation Desk

Publication Date: 2020, 9th Edition

Older editions in First Floor Study Aids and on 2nd Floor at: KF1418 .S65. Offers coverage of the law of business organizations, beginning with agency and partnership law and focusing on corporations. Provides real-life fact patterns
Understanding Corporate Law
Call Number: Print copy on Reserve Study, ask at Circulation Desk

Publication Date: 2023, 6th Edition

Older print edition in Study Aids First Floor and on 2nd Floor at KF1414 .P56
Understanding Securities Law
Publication Date: 8th Edition
Questions & Answers: Business Associations
Call Number: Print in Study Aids First Floor: KF1355.Z9 .B73

Publication Date: 3rd
CALI Business Associations & Corporations Lessons
Online self-paced interactive lessons with sample questions on a variety of topics. Villanova Law students and faculty should contact Lori Corso (lori.corso@law.villanova.edu) to request the access code.

State-Specific Corporate Governance Guides

Corporate Governance (PA) by PBI
Call Number: Second Floor: KF1422.A75 .C672 2022

Publication Date: 2022

CLE handbook from the Pennsylvania Bar Institute

Treatises & Practice Guides

Corporate Practical Guidance Library
Links to practice notes, sample documents and other guidance resources organized into categories: corporate governance, corporate compliance, public and private offerings, Finance, ESG, M&A, privacy and more.
Corporate Counsellor's Deskbook - Block and Epstein
Practice guide geared toward both in-house counsel and outside attorneys with chapters dealing with insider trading, internal corporate investigations, export control compliance, environmental law concerns, intellectual property, indemnification and insurance of corporate officials, import regulations, noncompetition agreements, corporate law, employment law, executive compensation, and bankruptcy law.
Corporate Governance Guide Explanations
Offers overview of different areas of corporate governance law and includes sample forms and checklists.
Corporate Counsel Guides: Corporation Law
Written for new in-house counsel, this practice guide "examines the key rules, regulations, and duties governing a corporation, and Delaware and other leading decisions focused on fiduciary obligations and duties in corporate acquisitions; state and statutory developments affecting corporations, including the Dodd-Frank Act; the changing landscape of securities fraud suits in the federal courts; and insightful explanations of such news-making issues as corporate governance and director liabilities."

Corporate Governance: a Master Class
Publication Date: Updated annually

CLE handbook reviewing hot topics and emerging issues in Corporate Governance including coverage of ethical issues faced by corporate attorneys
Delaware Law Developments: What All Business Lawyers Need to Know
Publication Date: Updated annually

CLE handbook covering hot topics and emerging issues in this area. Each year addresses director and officer liability as well as other governance and compliance issues. See Related Items tab for handbooks from prior years (each cover different issues)

Corporate Governance Best Practices

Corporate Secretary's Answer Book
"Addresses issues vital to corporate secretaries and shares a wealth of practical experience, providing tips and strategies, as well as forms, to assist in the day-to-day planning and implementation of the corporate secretarial function. The book gives any corporate secretary, from the newly appointed to the more experienced, the answers he or she needs—in a single authoritative reference volume."

Entity Formation Toolkit
Practical guidance materials covering incorporation as well LLC, LP and partnership formation

Meetings of Stockholders
Practical Guide to Section 16: Reporting and Compliance (Eigenbrodt)
Practice guide offering "comprehensive information on reporting and filing procedures to comply with the complex body of shareholder, SEC, public disclosure, and stock exchange requirements."

Public Company Deskbook: Complying with Federal Governance & Disclosure Requirements

Podcasts

Corner Office from Marketplace
Kai Ryssdal’s Conversations From the Corner Office brings you inside the room with the business and cultural leaders transforming our economy. In this business leadership podcast, Ryssdal interviews experts and entrepreneurs on a wide range of topics from the news of the day, successes, failures and what’s next.
In-House Outliers
In-House Outliers shares the stories and secrets of those who have taken unconventional paths and challenged conventional notions of how corporate legal departments should operate.
Talking Board Diversity (Arnold and Porter)
Talking Board Diversity’ is a podcast hosted by Emma Bartlett, Partner at CM Murray LLP in London, and Teresa Johnson, a San Francisco-based Partner at Arnold & Porter. Emma and Teresa explore the key developments and current progress in bringing more diversity into the boardroom, both in the UK and in California.
WSJ What’s News
What's News brings you the headlines and business news that move markets and the world—twice every weekday. In about 15 minutes, get caught up on the best Wall Street Journal scoops and exclusives, with insight and analysis from the award-winning reporters that broke the stories. Hosted by Annmarie Fertoli and Luke Vargas.

International Resources

Corporate Governance
Question and Answer format and organized by country name. Reviews sources of law, rights, and responsibilities of companies operating in 15+ different nations.
Lexology Panoramic: Corporate Governance
Extensive list of covered nations

Organized by country, offers summaries of company law and corporate governance practices worldwide, from local experts and includes sources of governance rules and practice, government agencies and shareholder activist groups, rights of shareholders, voting rights and requirements, shareholders' duties and liability, anti-takeover devices, restricted stocks and corporate control, compulsory share repurchase rules, board structures, legal duties of the board, executive and non-executive directors, enforcement actions against directors, standards of care and prudence, remuneration and disclosure and reporting requirements.
Lexology Panoramic: Competition Compliance
Side-by-side comparison of local insights into Competition Compliance for 10+ countries (including the US).

Compares key legislation; standards and guidance for compliance programs; how to demonstrate commitment to competition compliance; risk identification, assessment and mitigation; compliance program review; managing risk in horizontal and vertical arrangements; market dominance; merger control; joint venture agreements; leniency programs; investigations; settlement mechanisms; corporate monitorships; and recent trends.

Emerging Issues in Corporate Governance

AI and the Boardroom: Insights into Governance, Strategy, and the Responsible Adoption of AI
Publication Date: 2024
Artificial Intelligence in 2024: Navigating Regulation, Risks, and Compliance Issues in Developing and Leveraging AI
CLE handbook addressing trends in this area, updated annually.

Practical Guidance: Board of Directors
Sample documents, practice notes, checklists and more organized by topic including: Board Composition, Board Refreshment, Board Effectiveness, D&O Insurance, Fiduciary Duties, Onboarding, Filling Vacancies, Removing Directors and Indemnification and Advancement.
Practical Guidance: Board Committees
Practice notes, checklists, sample documents and other guidance organized by type of committee - Governance, Audit, Risk Management, Executive, Nominating, Compensation, Finance, Standing Committees and Special Committees.
Representing Corporate Officers and Directors and LLC Managers
Guide to the practical aspects of corporate governance for attorneys, corporate officers and directors, LLC managers, and trustees including corporate actions, committee charges and other related information.
Elgar Encyclopedia of Corporate Governance
Encyclopedia offering a "comprehensive overview of the economic, political, social, legal and environmental impacts of corporations across the globe." Includes chapters on Board roles and processes, Board reforms and diversity, corporate social governance, corporate financing, forms of governance and more.

Concise Encyclopedia of Corporate Social Responsibility
Publication Date: 2024
ESG: What It Means for Boards, Management, and Counsel
CLE course handbook updated annually to cover new trends and issue.
Climate Change, Sustainable Investments, and Social Governance: Law and Compliance
Treatise organized into sections covering climate change risk and related issues affecting financial institutions, banks, and the insurance industry; ESG investing; ESG financial products; ESG and shareholders; and SEC enforcement and exams, and developing effective compliance programs for corporate issuers and advisers.

Environmental, Social & Governance (ESG) Newsletter
Legal newsletter featuring articles written by Bloomberg Law reporters and attorneys from prominent firms working in this area. Can subscribe to receive new issues via email.
Elgar Encyclopedia of Corporate Governance
Encyclopedia offering a "comprehensive overview of the economic, political, social, legal and environmental impacts of corporations across the globe." Includes chapters on Board roles and processes, Board reforms and diversity, corporate social governance, corporate financing, forms of governance and more.

Cyber Governance Toolkit
Collection of practice notes, checklists, sample forms and other guidance materials addressing assessing cyber risk, managing cyber incidents, fiduciary duties, cyber insurance, cyber laws and compliance, investigations and sample cyber incident disclosures.

Boardroom Cybersecurity: a Director's Guide to Mastering Cybersecurity Fundamentals by Dan Weis
ISBN: 9798868807848

Publication Date: 2024

Privacy and Cybersecurity Law Deskbook (Sotto)
Written for privacy officers and attorneys managing privacy and data security issues. It
offers "practical, sector-specific guidance that provides a road map for navigating the complex areas of privacy and cybersecurity law and for minimizing the impact of data breaches." Covers both US and international law.

Cybersecurity: A Practical Guide to the Law of Cyber Risk
Treatise exploring US and international law including mitigation strategies and sector-specific guidance.

Corporate Governance, Overview - Company Plan for Activist Response
Practical guidance article that discusses dual class shares as a structural defense to activist investor actions
Dual Class Stock - Council of Institutional Investors
Overview of this stock structure as well as links to lists of dual-class companies and recent dual-class IPOs.

Executive Compensation Disclosure Rules (ABA)
Practice guide explaining and analyzing the Securities and Exchange Commission’s executive and director compensation disclosure rules.
Executive Compensation Toolkit
Practical guidance resources for stock and non-stock compensation and includes employment agreements and sample disclosures.
Executive Compensation Guide
Practice guide featuring chapters written by firm attorneys practicing in this area. Covers topics ranging from employment agreements to litigation and dispute resolution. Links out to other related primary and secondary sources.
Bloomberg Law Portfolio 88: Executive Employment Agreements
Practice guide portfolio discussing employment agreements between employers and their key employees, such as employment agreements between corporations and their executives. Includes sample documents
A Practical Guide to SEC Proxy and Compensation Rules
Practice guide addressing shareholder communication and executive compensation disclosure rules and effective practices in this era of shareholder activism.

In Focus: Investor Activism
Landing page gathering together alert services for EDGAR filing tracking, practical guidance, example documents including shareholder agreements and investor rights agreements, litigation trackers, news services and more on this topic. Also includes links to Global Activism tables and graphs depicting campaign launches from 2017 onward.

A Practical Guide to SEC Proxy and Compensation Rules
Practice guide addressing shareholder communication and executive compensation disclosure rules and effective practices in this era of shareholder activism.
Lexology Panoramic: Shareholder Activism & Engagement
Organized by country, reviews the latest regulatory developments affecting activist investors and the companies affected by them for companies operating in 9 different nations. Looks at shareholder activist strategies, shareholder duties, corporate responses, shareholder communications and other related topics.
Practical Guidance: Shareholders
Collection of practice notes, templates, checklists and other guidance materials including sample shareholder proposals and a subsection on investor activism.
Elgar Encyclopedia of Stakeholder Management
Provides a "comprehensive overview of the most important concepts of stakeholder theory and management in business and public administration." Includes sections discussing interests and influence of different types of stakeholders such as shareholders, NGOs, watchdogs and others as well as global topics such as climate change, human rights and corporate governance.