Corporate Governance Best Practices: Strategies for Public, Private, and Not-for-Profit Organizations

Corporate Governance Best Practices: Strategies for Public, Private, and Not-for-Profit Organizations

Volumn , Issue , 2015, Pages 1-276

  Lipman, Frederick D ^a,b   Lipman, L Keith ^c  

^a Blank Rome LLP   (United States)

^b Association of Audit Committee Members   (United States)

^c Interwoven ^*  (United States)

Author keywords

[No Author keywords available]

Indexed keywords

EID: 84949815212     PISSN: None     EISSN: None     Source Type: Book    
DOI: 10.1002/9781119197195     Document Type: Book

References (77)

1. Lawrence D. Brown and Marcus L. Caylor, "Corporate Governance and Firm Performance," Georgia State University, December 7, 2004, http://papers.ssrn.com/sol3/papers.cfm?abstract_id=586423.
2. Weill, IT Governance: How Top Performers Manage IT Decision Rights for Superior Results. (Boston: Harvard Business School Press, 2004).
3. Stephens et al., "Senators Question Conservancy's Practices," Washington Post, June 8, 2005.
4. Berenson, "Some Pointed Questioning at the Vioxx Trial in Texas," New York Times, July 19, 2005.
5. Speech by SEC Commissioner Paul Atkins before the Securities Regulation Institute in San Diego, California, January 19, 2006, www.sec.gov/news/speech/spch011906psa.htm.
6. "WorldCom Execs to Pay $18 million," CBSNews.com, January 7, 2005, www.cbsnews .com/stories/2005/01/07/national/main665522.shtml?CMP=ILC-SearchStories.
7. White, "Former Directors Agree to Settle Class Actions," Washington Post, January 8, 2005.
8. Morgenson, "Global Crossing Settles for $325 Million," New York Times.com, March 20, 2004, http://select.nytimes.com/gst/abstract.html?res=F20D14FA3A550C738EDDAA0894DC404482.
9. Remarks of Melvin Dick, United States House of Representatives, Committee on Financial Services, July 8, 2002, financialservices.house.gov/media/pdf/070802md.pdf.
10. For the Business Roundtable's best practices for 2005 go to: www.businessroundtable.org/publications/index.aspx and click on the document entitled "Principles of Corporate Governance," November 3, 2005.
11. "A Closer Look at Lead or Presiding Directors" (Spencer Stuart, 2006, vol. 1, issue 4).
12. Smith v. Van Gorkom, 488 A.2d 858 (Del. 1985).
13. Caremark International, Inc. Derivative Litigation, 1996 WL 549894 [Del. Ch.].
14. ISS Releases, "2006 Corporate Governance Policy Updates: Section 404, Director Performance and Tally Sheet Policies Are Added, while Majority Vote, Burn Rate and Other Policies Are Tuned," Press release, November 21, 2005, www.issproxy.com/pressroom/2005archive.jsp.
15. "Sherron Watkins eMail to Enron Chairman Kenneth Lay, January 20, 2002," www .itmweb.com/f012002.htm.
16. Ackman, "Sherron Watkins Had Whistle, But Blew It," Forbes, February 14, 2002, www.forbes.com/2002/02/14/0214watkins.html.
17. Bernard Wysocki, Jr., "As Universities Get Billions in Grants, Some See Abuses," Wall Street Journal, August 16, 2005.
18. "Principles of Corporate Governance: Analysis and Recommendations," American Law Institute, April 1, 1994.
19. View these rules on the New York Stock Exchange Web site: www.nyse.com/pdfs/finalcorpgovrules.pdf.
20. View these rules on the Nasdaq Web site: www.nasdaq.com/about/CorporateGovernance.pdf.
21. Securities Exchange Act of 1934, Rel. No. 50882, December 20, 2004, www.sec.gov/litigation/admin/34-50882.htm.
22. U.S. Securities and Exchange Commission, Litigation Rel. No. 18734, June 3, 2004, www.sec.gov/litigation/litreleases/lr18734.htm.
23. "SEC Charges Seven Individuals with Aiding and Abetting Financial Fraud at Royal Ahold's U.S. Foodservice Subsidiary for Signing and Returning False Audit Confirmations," U.S. Securities and Exchange Commission, News Release, November 2, 2005, www.sec.gov/news/press/2005-157.htm.
24. U. S. Securities and Exchange Commission, Litigation Rel. No. 19454, November 2, 2005, www.sec.gov/litigation/litreleases/lr19454.htm.
25. "Reliance Insurance Company in Liquidation," Louisiana Department of Insurance, October 4, 2001, www.ldi.state.la.us/whats_new/reliance:ins_co_liquidation.htm.
26. Press Release, United States Attorney's Office, Robert Nardoza, June 3, 2004, www .usdoj.gov/usao/nye/pr/2004jun3.htm.
27. U.S. Securities and Exchange Commission, Litigation Release No. 18734, June 3, 2004, www.sec.gov/litigation/litreleases/lr18734.htm.
28. Barbara Ley Toffler, Final Accounting: Ambition, Greed, and the Fall of Arthur Andersen (New York: Broadway Books, 2003).
29. "Canadian Bank to Settle Enron Case," Washington Times, August 3, 2005.
30. Matthew Goldstein, "Citigroup, J.P. Morgan Fined $305 Million for Enron Role," The Street.com, July 28, 2003, www.thestreet.com/pf/markets/matthewgoldstein/10103933.html.
31. Criswell, "US: J. P. Morgan Chase to Pay Investors $2.2 Billion," New York Times, June 15, 2005.
32. Isadore, "Citigroup to Pay $2B in Enron Case," CNNMoney.com, June 16, 2005, http://money.cnn.com/2005/06/10/news/fortune500/citigroup_enron/?section=money _latest.
33. Matthew Goldstein, "Lehman Forks Out $225 Million to Enron Shareholders," The Street.com, October 29, 2004, www.thestreet.com/stocks/brokerages/10191585.html.
34. "Two More Banks Settle Enron Claims," Washingtonpost.com, August 17, 2005, www.washingtonpost.com/wp-dyn/content/article/2005/08/16/AR2005081601701.html.
35. "Bank of America Settles Enron Suit for $69M," Houston Business Journal, July 2, 2004.
36. Rawls, "RSA Settles Enron Lawsuit," The Decatur Daily News, (June 15, 2005) www .decaturdaily.com/decaturdaily/news/050615/rsa.shtml.
37. Securities Exchange Act of 1934 Release No. 42987 / June 29, 2000 www.sec.gov/litigation/admin/34-42987.htm.
38. In re Ronald G. Davies, Release No. 34-42987 (June 28, 2000).
39. Watkins "If Capitalists Were Angels," Internal Auditor, (April 2003). www.allbusiness.com/periodicals/article/521380-1.html.
40. This article was reprinted, with permission from April 2003 issue of Internal Auditor, published by The Institute of Internal Auditors, Inc. www.theiia.org.
41. "2004 Federal Sentencing Guideline Manual," United States Sentencing Commission (November 1, 2004) www.ussc.gov/2004guid/TABCON04.htm. Emphasis added.
42. www.usdoj.gov/dag/cftf/corporate_guidelines.htm.
43. "Can Ineffective Compliance Programs Violate the FCA?," Compliance Week, Financial Media Holdings Group, Inc. (January 2006), page 1.
44. "Ethical Misconduct at Adelphia Requires New Leadership and Rebuilding," Communication World (Nov-Dec 2004). www.allbusiness.com/periodicals/article/380165-1.html. Reprinted with permission.
45. "SEC Sues Former Tyco CEO Kozlowski, Two Others for Fraud," U.S. Securities and Exchange Commission, September 12, 2002, www.sec.gov/news/press/2002-135.htm.
46. Lucian A. Bebchuk and Jesse Fried, Pay without Performance: The Unfulfilled Promise of Executive Compensation (Cambridge, MA: Harvard University Press, 2004).
47. United States Securities and Exchange Commission, Litigation Release No. 17722, September 12, 2002, www.sec.gov/litigation/litreleases/lr17722.htm.
48. www.compensationstandards.com/home.asp.
49. "Lake Wobegone Effect," http://en.wikipedia.org/wiki/Lake_Wobegon_effect.
50. Gretchen Morgenson, "Severance Pay Doesn't Go Better with Coke," New York Time, December 25, 2005.
51. E. Norman Veasey, "What's Wrong with Executive Compensation," Harvard Business Review (January 2003): 68, 76.
52. In re Walt Disney Company Derivative Litigation, No. 15452 (Del. Ch. August 9, 2005) at 27.
53. "2005 Federal Sentencing Guideline Manual," United States Sentencing Commission, November 1, 2005, www.ussc.gov/2005guid/TABCON05.htm.
54. Peter Lyman and Hal R. Varian (Senior Researchers), "How Much Information? 2003," Regents of the University of California, October 27, 2003, www.sims.berkeley .edu/research/projects/how-much-info-2003.
55. United States v. Philip Morris, USA, Inc., No. CIV.A.99-2496, 2004 WL 1627252 (D.D.C. July 21, 2004).
56. "How Morgan Stanley Botched a Big Case by Fumbling Emails" Wall Street Journal, May 16, 2005; see also "The Morgan Stanley Email Fiasco" Securities Litigation Watch, http://slw.issproxy.com/securities_litigation_blo/2005/05/the_morgan_stan.html.
57. Khan, "Merrill Settles Charges," CNN/Money, May 21, 2002, http://money.cnn.com/2002/05/21/news/companies/merrill/.
58. There is a good discussion on IT security on the UK government Web site located at: www.businesslink.gov.uk/bdotg/action/.
59. Jonathan Krim, "LexisNexis Data Breach Bigger Than Estimated," Washington Post, April 13, 2005.
60. Arshad Mohammed, "Record Fine for Data Breach, ChoicePoint Case Spotlighted ID Theft," Washington Post, January 27, 2006.
61. "Data Security and Privacy Law Combating Cyberthreats" Thomas/West (2002 as supplemented 2005), by Kevin P. Cronin (the lead author's partner) and Ronald N. Weikers.
62. Weil et al., "Audit Committee Financial Literacy: A Work in Progress," March 11, 2005, http://papers.ssrn.com/sol3/papers.cfm?abstract_id=680281.
63. http://slw.issproxy.com/securities_litigation_blo/2005/01/10_former_world.html.
64. Noelle Knox, "Buffett Tells Directors to Really Dog Auditors" (USA Today: March 4, 2002).
65. www.law.uc.edu/CCL/regS-X/SX2-07.html.
66. U.S. Securities and Exchange Commission, Litigation Rel. No. 19243 (June 2005), www.sec.gov/litigation/litreleases/lr19243.htm. Click on SEC Complaint in this matter.
67. "Board Releases Reports on 2003 Limited Inspections of Big Four Accounting Firms," Public Company Accounting Oversight Board, August 26, 2004, www.pcaobus.org/news_and_events/news/2004/08-26.aspx.
68. Noelle Knox, "Buffett Tells Directors to Really Dog Auditors" (USA Today: March 4, 2002), www.usatoday.com/money/finance/2002-03-05-accounting-roundtable.htm.
69. Will Boye, ISS Announces Changes to Voting Policies, January 17, 2002, www.issproxy.com/articles/archived/archived2asp.
70. Jonathan Weil, "Proxy Document Says Company Performed Janitorial Inspections Misclassified as Audit-Related," Wall Street Journal, June 11, 1993.
71. www.sec.gov/rules/final/33-7919.htm.
72. "Study Blames Accounting Fraud on Takeover Fever, Officer's Age," Joanne S. Lublin, Wall Street Journal, July 3, 2003, C4.
73. Warehime v. Warehime, 563 Pa 400, 761 A.2d 1138 (2000)
74. Warehime v. Warehime, 860 A.2d 41 (Pa. 2004).
75. Pereira v. Cogan, 2003 WL 21039976 (S.D.N.Y. May 27, 2003).
76. Lawton R. Burns, Ph.D and James Joo-Jin Kim, Professor, "The Fall of the House of AHERF: The Allegheny Bankruptcy," Health Affairs (January/February 2000), http://hcmg.wharton.upenn.edu/burnsl/.
77. "2004 Report to the Nation on Occupational Fraud and Abuse," Association of Certified Fraud Examiners. www.cfenet.com/pdfs/2004/RttN.pdf.