Advising and Defending Corporate Directors and Officers
California Continuing Education of the Bar
Table of Contents
| 1 | Basic Principles |
| 2 | Practical Aspects of Becoming a Director and Avoiding Liability |
| 3 | Duty of Care and Business Judgment Rule |
| 4 | Duty of Loyalty |
| 5 | Committees of Board of Directors |
| 5A | Audit Committee Functions and Responsibilities |
| 6 | Distributions to Shareholders |
| 7 | Liability Under Federal and State Securities Laws |
| 8 | Derivative Suits and Securities Litigation |
| 9 | Directors' Duties in Takeovers and Mergers |
| 10 | Bankruptcy, Receivership and Dissolution |
| 11 | Indemnification and Exculpation |
| 12 | Directors' and Officers' Liability Insurance |
| 13 | Director Compensation |
| 14 | The Sarbanes-Oxley Act of 2002 |
| 15 | Corporate Governance for Private Companies |
| 16 | Advising Corporate Officers and Employees in a Criminal Investigation |
| A | Form: Indemnification Provisions in Articles and Bylaws |
| B | Form: Sample Indemnification Agreement |
| C | Form: Sample Directors' and Officers' Liability Insurance Policy |
| D | Form: Sample Statement of Policy on Securities Trading |
| E | Form: Sample Memorandum to Public Company Client |
| F | Ten Commandments of Takeovers |
| G | Table: Comparison of California and Delaware Law |
| H | Table: California and Delaware Statutes of Limitations |
| I | Table: Miscellaneous Statutory Liabilities |
| J | Form: Secretary's Certificate Concerning Board Resolution for Bankruptcy Filing |
