Governance

In its Principles of Corporate Governance the Organisation of Economic Co-operation and Development described “corporate governance” as involving a set of relationships between a company’s management, its board, its shareholders and other stakeholders that provides the structure through which the objectives of the company are set, and the means of attaining those objectives and monitoring performance are determined.  The importance of corporate governance for companies and countries all around the world has been succinctly summarized as follows in a United Nations publication: “In a more globalized, interconnected and competitive world, the way that environmental, social and corporate governance issues are managed is part of companies’ overall management quality needed to compete successfully.  Companies that perform better with regard to these issues can increase shareholder value by, for example, properly managing risks, anticipating regulatory action or accessing new markets while at the same time contributing to the sustainable development of the societies in which they operate. Moreover these issues can have a strong impact on reputation and brands, an increasingly important part of company value.”

THOMSON REUTERS

Business Transactions Solution on Thomson Reuters Westlaw contains a transaction-based practice system for the life cycle of a business entity. Each transaction structures itself around a module design, including transaction summary, memorandum analysis, master forms needed to execute the transaction, commentary analyzing every clause or provision of the form, drafting and review checklists, and specialty forms. The unlimited-use subscription provides regular updates, including new master forms, commentary, checklists, and specialty forms.

Legal Compliance Checkups: Business Clients.  The questionnaire format of this multivolume work shows how to elicit answers, make a diagnosis, and recommend an efficient, safe course of action for your business clients. Each chapter provides business guidance in specific business activities, including forming contracts; buying and selling a business; franchising; operating in the global marketplace; counseling on insurance, pension, securities, and product liability issues; borrowing money; contracting with the government; and resolving patent, copyright, and trademark-related problems and issues. Topics include business organization, estate planning, labor relations, real estate, securities, patents, computer software, advertising warranties, environmental law, and transportation and distribution.  Features include showing how to assess the “legal health” of your clients and suggestions on how to apply the right remedies to legal pitfalls in your clients’ activities.

Business Counselor’s Law & Compliance Practice Manual offers in-house counsel, or outside counsel acting as the primary legal and compliance adviser to a company, a comprehensive set of materials on how to establish, manage, and grow the law and compliance function. You’ll benefit from the author’s insights based on over two decades of experience with internationally recognized law firms as a partner and senior counsel member. Topics covered include organizing and managing the law and compliance function; managing a company’s intellectual property rights; human resources; and international compliance issues. Other manual features include forms and checklists available in print and on CD-ROM.

Corporate Governance

Governance Codes and Policies

Board of Directors

Board Committees

Executive Team

ADDITIONAL RESOURCES (POWERED BY SUSTAINABLE ENTREPRENEURSHIP PROJECT)  The Sustainable Entrepreneur’s Library of Resources for Governance consists of six Parts.  Part I provides an overview of the complex set of laws and regulations, including statutes and case law, pertaining to corporate governance in the US and the procedures that companies should establish to comply with their duties and obligations.  This Part includes a description of the evolving basic corporate governance model and focuses on the roles of the board of directors and its various committees and the steps that should be taken to create, implement and monitor disclosure controls and codes and policies pertaining to corporate governance matters, compliance issues and business ethics.  Part II covers the rights and duties of the directors of a corporation and outlines the legal and business principles relating to the responsibilities of directors; the powers and rights of directors; the legal duties and obligations of directors; board processes, structure and operations; board committees; and potential liabilities of directors.  Part III discusses the roles and responsibilities of the members of the company’s executive team with a particular focus on the leader of that team—the chief executive officer (“CEO”).  Part IV covers the rights, duties and liabilities of the shareholders, who are the ultimate owners of the corporation and who depend upon the directors and the members of the company’s executive team to successfully manage the affairs of the corporation.  Part V surveys the emerging topic of corporate social responsibility, which has been described as management’s obligation to make choices and take actions that will contribute to the welfare and interests of society as well as the organization.  Part VI surveys some of the work that has been done on cross-national research relating to corporate governance and includes specific discussions on areas such as global corporate governance standards, competing corporate governance systems (e.g., Anglo-American, Germanic, Latin and Japanese systems) and the role of the State in corporate governance.

WEBINARS AND OTHER CONTINUING EDUCATION EVENTS

West Legal Ed Center Click for list of all programs presented by the Institute on West Legal Ed Center.  Programs relating to governance include several videos prepared for the Beyond the Bar training initiative and the following webinars (available on demand):

Business Counselor Institute on West Legal Ed Center

  • Governance Counseling (04.2016)
  • Counseling Corporate Officers (08.16)

Beyond the Bar Training Programs

  • Governance Counseling
  • Counseling the Board of Directors
  • Counseling Board Committees
  • Working with the Executive Team

ARTICLES

Governance Articles from Business Counselor Institute

Governance Articles from Sustainable Entrepreneurship Project