CORPORATE LAW
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AUDIT COMMITTEE DESKBOOK
Todd A . Murray , Eric G . Pearson , Mark T . Plichta , and Samuel J . Winer ( Foley & Lardner LLP )
Anyone who advises or is part of a publicly traded company ’ s board of directors will find invaluable discussions about corporate audit committees and the regulatory pressures that impact them . Authored by four well-regarded practitioners with accounting , securities enforcement , and litigation backgrounds , the Deskbook presents practical discussions on the roles and liabilities audit committee members face as they manage a corporation ’ s financial reporting and disclosure activities .
Readers can consult useful sample documents , resolutions , checklists , and letters addressing important audit committee functions and responsibilities . These forms include sample committee charters ; confidentiality , insider trading , and related person transaction policies ; and a director code of conduct .
Adapt to emerging audit committee issues with PLI ’ s Upkeep Service .
1 looseleaf volume , 546 pages , Item # 325515 , $ 390 , ISBN 978-1-4024-3945-2 , Updated annually or as needed
CONTENTS
1 Audit Committees Generally 2 The History of the Audit
Committee 3 Audit Committee Powers and Duties 4 Audit Committee Qualifications ,
Recruiting , and Diversity 5 Audit Committee Education and
Due Diligence 6 D & O Insurance Considerations 7 Selecting and Working with the
Independent Auditor
8 Handling Reports and Investigations Under Section 10A of the Securities Exchange Act 9 SEC Periodic Reports and Other
External Financial Reporting 10 Understanding Materiality 11 Issues Under the Securities Act of 1933 12 Internal Controls over Financial Reporting and Disclosures 13 Conflicts of Interest and Special
Litigation Committees 14 Whistleblower and Other Internal
Investigations 15 SEC Final rules Mandating Clawback of Executive Compensation
16 Strategic Considerations : ERM , Capital Allocation , and ESG , Including Climate-Related Disclosures
17 Board Oversight of Compliance , Regulatory Investigations , and Regulatory Enforcement Actions
18 Overview of Critical U . S . Legal Regimes Impacting Companies Conducting Business in the Global Marketplace
19 Recent Issues Confronting Audit Committee Oversight in Multi-National Corporations
Appendices
A Disclosure Committee Charter B Board Resolution for
Confidentiality Policy C Board of Directors Confidentiality
Policy D International “ Red Flags ” E Board Compliance
Committee Charter F Special Litigation Committee
Board Resolutions G Audit Committee Charter H Directors & Officers Questionnaire I Board of Directors Code of Conduct J Insider Trading Policy K Related Party Transaction Policy L Corporate Governance Guidelines M Auditor Comfort Letter N Resolutions of the Board of Directors Establishing Special Committee
O Demand Review Committee Resolution
Table of Authorities Index
CORPORATE COMPLIANCE ANSWER BOOK
Holland & Knight LLP Edited by William F . Gould and Megan Mocho Jeschke
Designed for both established practitioners and those new to corporate compliance , this question-and-answer resource touches upon suggested practices for developing robust compliance programs . It is authored by Holland & Knight ’ s corporate legal team , which has built a market-leading practice counseling prominent companies on their compliance initiatives .
Legal practitioners , compliance officers , privacy officers , and businesspeople will find more than 20 forms and sample documents that they can reference as they prepare critical components of their compliance programs . These materials include checklists covering data and personal information security considerations . They also contain forms addressing insurance , director and officer claims , Lobbying Disclosure Act reports , rights grants , mandatory disclosures , and employment-related compliance measures .
Keep up with compliance developments through PLI ’ s Upkeep Service .
2 softbound volumes or digital , 2,344 pages , $ 345 , Item # 328770 , ISBN 978-1-4024-4421-0 , Published as needed
CONTENTS
VOLUME 1 1 The Business Case for
Compliance Programs
2 Implementation of an Effective Compliance and Ethics Program
3 Assessing and Managing an Ethical Culture 4 Risk Assessment and
Gap Analysis 5 Records Management 6 Internal Investigations 7 Electronic Discovery 8 Voluntary Disclosure of
Wrongdoing 9 Witness Preparation 10 Settling with the Government
11 Corporate Compliance
Monitors 12 The False Claims Act 13 Privacy and Security of
Personal Information
14 Procuring Computing Resources : IP Licensing , Outsourcing , and Cloud Computing 15 Government Contractors 16 Suspension and Debarment from Federal Contracting and Programs
17 International Investigations
18 Foreign Corrupt Practices Act
PLI ’ S BEST-SELLING ANSWER BOOK
19 |
Export Controls |
20 |
Corporate Political Activity |
21 |
Environmental Law |
22 |
Consumer Product |
Safety Act |
23 |
Healthcare Organizations |
and Providers |
24 |
Medicare Part D |
25 |
Managed Care |
Organizations |
VOLUME 2
26 Pharmaceutical and Medical Device Manufacturers 27 HIPAA Security and
Privacy 28 The Affordable Care Act : Employer Obligations 29 Anti-Money Laundering 30 Sarbanes-Oxley Act of 2002 31 SEC Investigations of Public Companies 32 Directors and Officers Liability Insurance 33 Cyber Liability Insurance 34 Executive Compensation 35 Institutions of Higher
Education 36 Labor and Employment
Law 37 Anti – Human Trafficking
Index