ABA business law handbook identifies 101 topics commonly encountered in the boardroom

The American Bar Association Business Law Section has published a new guide for corporate directors to help them grapple with ever-expanding agendas and complex issues in the boardroom. “Director’s Handbook: The Field Guide to 101 Situations Commonly Encountered in the Boardroom” provides a valuable, practical resource that identifies 101 topics commonly encountered by public company directors.

The first portion of each chapter sets forth a general discussion intended to provide basic context. The second section of each chapter suggests a list of questions or issues that a director might consider in connection with the topic at hand, including information to be sought from the company’s management or advisors to inform the board’s deliberations. The final portion of each chapter identifies additional resources to which the director might turn for a more in-depth analysis of the particular topic.

Designed as an excellent training tool for both new directors and younger lawyers entering the governance field, the “Director’s Handbook” discusses:

• Duties, roles and structure of the board

• Governance policies

• Protecting the board

• Oversight of management including selecting a CEO, governing the multinational corporation and dealing with the general counsel

• The corporate director’s role in ethics and compliance programs

• Takeover preparedness

• The board’s duties in an insolvent company

This collaborative work has been written by a group of leading professionals in the field of corporate governance. The book’s editor is Frank M. Placenti, who chairs the U.S. corporate governance practice at Squire Patton Boggs LLP. He also serves as the founding president and trustee of the American College of Governance Counsel.