Fundamentals of Corporate Governance

In this one-day seminar, the focus will be on corporate governance issues as well as related items, such as ethics and financial reports. Topics will include corporate structure and policy statements, including issues related to CEO, CFO and audit committee; delegation of authority and responsibilities among boards of directors, officers and management; fiduciary responsibilities of the company's directors, management and employees; protection for whistleblowers; the reporting and disclosure requirements of the Sarbanes-Oxley Act; and the newly created Public Company Accounting Oversight Board.

09-Apr-2012 -- 10-Apr-2012New YorkUSD$2475
NY Institute of Finance - Midtown9:00am - 4:30pm Instructional Method:
Group-Live
Instructor(s): [ William Jannace; ] Mon Tue Level: Basic

CPE CREDITS
7.0
Corporate directors and officers, executives, managers, portfolio managers.
No advance preparation required.
Students will be able to:
  • An understanding of the background and history of corporations and the rules and regulations that govern them
  • An understanding as to why most corporations file in Delaware
  • Practical understanding of Sarbanes-Oxley, corporate Activism and knowledge regarding recent corporate governance initiatives
None
Background/History
  • Shareholders
  • Stakeholders
  • Evolution of modern corporation
  • Legal system
  • History of rules/regulations
  • Institutional Investors
  • - Mutual funds
  • - Pension plans

Delaware Corporate Law

  • Role of the Board
  • Business Judgment Rule
  • Fiduciary duty
  • - Duty of care
  • - Duty of loyalty
  • Takeovers
  • Minority shareholders

Sarbanes-Oxley

  • Enron/Worldcom
  • Listing standards
  • Independent directors
  • CEO certification
  • CFO certification
  • Lead directors

Corporate Activism

  • Hedge funds
  • Mutual funds
  • Benefits of activism
  • Limits on activism
  • Conflicts of interest
  • Convergence of private equity/hedge funds

Recent Corporate Governance Initiatives

  • Shareholder proposals
  • - Voting
  • - Withdrawn
  • Excessive pay
  • Aspen principles
  • CEO/Chairman
  • Green/Global warming

Clients who register for this course will receive a complimentary 4-month subscription to FT.com. The Financial Times is the world's most respected financial newspaper, providing a broad assessment on finance, business and the industrial sector. The move to the electronic version follows an ongoing review of our environmental responsibilities as a global business and as part of the Pearson group. FT.com also has features that are not available in hard copy, such as: Special Reports, Alphaville, editor blogs, education sections and much more! Subscriptions will start within 6-8 weeks of the start of class and are limited to one subscription per client. (Please note: as of May 1, 2011, the electronic subscription replaces the hard-copy 3-month Financial Times subscription.)

Lunch is included for all students taking day classes.