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Since the implementation of the Sarbanes‐Oxley Act of 2002, the SEC has adopted new rules for certifications and proposed many other new rules. The proposals cover financial experts, codes of ethics, internal controls, improper influence of audits, off‐balance‐sheet transactions, non‐GAAP financial information, and trades during pension blackout periods. Among the specific requirements of the new rules are that: (1) an issuer’s principal executive officer and principal financial officer certify the contents of the issuer’s quarterly and annual reports; (2) financial experts on audit committees be disclosed; (3) codes of ethics be disclosed; (4) internal control reports be included in annual reports; (5) officers and directors be prohibited from fraudulently influencing the auditor of financial statements; (6) a separately captioned subsection of the MD&A explain an issuer’s off‐balance‐sheet arrangements; (7) Non‐GAAP financial measures be clearly explained; and (8) officers and directors be prohibited from buying or selling equity securities acquired in connection with employment when other employees are “blocked out” from trading in their individual pension accounts.

The purpose of this paper is to consider the present and possible future nature of the legal regime regulating and seeking to control fraud and corruption on the part of directors and officers of companies in the UK.

This paper outlines aspects in the present and future fight against fraud and corruption on the part of directors and officers of companies, particularly with regard to public and listed companies in the UK.

The paper emphasises the need for the UK Government to secure adequate resources for the investigating and enforcement authorities to ensure that the law of fraud and corruption is effectively enforced, rather than pursue a policy of constant enactment of new legislation which is increasingly complex and ineffective.

The paper considers the creation of a new generic offence to supplement the new generic offences created under the Fraud Act 2006, based on the established principle of the fiduciary duty, a duty owed by all directors and officers to their companies. These offences could form the central core of a future legal regime regulating the conduct of directors and officers.

Notes that after a serious recession which is still haunting Japan, board members of Japanese corporations are being forced to restructure their decision‐making processes. The most popular method is the introduction of an officer system. But it is difficult to make this work without a complete overhaul of the management system, including shareholders’ meetings and the board of directors. Unfortunately, many companies have introduced an officer system in order to reduce the number of board members and avoid the risk of legal action by the shareholders. Their aim is to cut expenditure rather than to improve management. However, there are some companies in Japan which have handled the transition successfully. Argues that what Japanese corporations require now is a new professionalism in management, embracing both officers and directors. Professionalism involves accepting the responsibilities of one’s role and possessing the relevant skills. The short‐term need is to abandon the seniority system and install the right people in the right positions. In the longer term, the solution is to identify young professionals at an early stage and develop their ability to perform as future members of a management team.

This paper presents the results from 149 responses to an August 1992 mail questionnaire survey of CEOs of the Business Week 1000 firms to examine their perception of liability exposure and reaction to it within the agency framework. The results suggest that liability exposure has resulted in a variety of actions to reduce exposure to potential liability from lawsuits. The actions should result in better monitoring by directors and officers with no significant increase in monitoring costs but instead, a significant decrease in the residual loss. The net effect should be a decrease in agency costs, consistent with maximization of shareholder wealth.

The purpose of the paper is to examine and contrast director duties in health and safety in the UK and Australian jurisdictions, the former influencing the latter's health and safety regime until Australia introduced a new more progressive regime.

The authors are practitioners who have combined desk based research with professional knowledge of how the law in both jurisdictions is applied. The approach was a comparative study of the underlying principles behind the enforcement regimes.

The paper found that the UK position could be strengthened but whilst the new Australian position could be a preferable development, it is too early to tell whether or not the Australian model would be more effective.

Research was desk‐based only.

Practitioners in both jurisdictions should consider potential developments in the area of director duties, particularly in the UK where Section 37 could arguably be strengthened.

This is the first comparison of the UK and Australian jurisdictions in respect of health and safety and examines an alternative to the consent, connivance and neglect model used in the UK to attach culpability to directors and officers. It also examines the possibility of introducing due diligence in the UK.

A distinction must be drawn between a dismissal on the one hand, and on the other a repudiation of a contract of employment as a result of a breach of a fundamental term of that contract. When such a repudiation has been accepted by the innocent party then a termination of employment takes place. Such termination does not constitute dismissal (see London v. James Laidlaw & Sons Ltd (1974) IRLR 136 and Gannon v. J. C. Firth (1976) IRLR 415 EAT).

The purpose of this paper is to investigate the perceptions of the roles, responsibilities and basic characteristics of audit committees (ACs) in the current business environment in China, from the perspectives of investors/creditors, independent directors (AC members), company officers and auditors.

The study is conducted through a questionnaire survey of the four groups of stakeholders with two forms of survey instruments being distributed to randomly selected survey subjects. The data collected from the returned questionnaires are analyzed at both the aggregate and sub‐sample levels.

The study finds that various groups of stakeholders have generally accepted the ceremonial roles and responsibilities of ACs in terms of lifting the image of good corporate governance, enhancing communication between board of directors (BoD) and auditors, and mediating conflict between management and auditors. However, the more concrete AC oversight roles and responsibilities for improving internal control, rules compliance, sound corporate financial reporting and auditing processes have not been fully recognized at present, particularly by company management and independent directors. In addition, the study reveals that actual AC operations in practice are ineffective even though a large portion of Chinese listed companies have set up ACs.

The paper should assist readers to understand the recent development of corporate governance and stock market reforms in China and generate some policy implications that can be applied to other countries as well, emerging economies in particular.

In one of the last major Enron‐related corporate reforms, the SEC approved on November 4, 2003 the final versions of both the New York Stock Exchange’s and Nasdaq’s corporate governance proposals. Generally, both sets of rules require listed companies to have a majority of their boards comprised of independent directors. In addition, the rules impose significant responsibilities on listed companies’ nominating, compensation, and audit committees. With certain exceptions, both NYSE and Nasdaq companies will have until the earlier of (i) the company’s first annual meeting occurring after January 15, 2004 or (ii) October 31, 2004 to comply with the new rules. This article compares both sets of new rules to current rules, discusses the differences between the NYSE’s and Nasdaq’s new rules and suggests steps issuers should take to comply with the new rules.

Considers the nature of the modern corporate structure and the divorce of ownership from control. Discusses the board’s role versus the management’s role. Looks at hiring and appointing. Covers specific responsibilities of corporate executives and compares this with the role of corporate officers. Addresses the duty of loyalty and the duty of care. Provides some guidelines for performance of duties by boards and officers. Suggests some initiatives which can build the effectiveness of the board of directors.

The purpose of this paper is to review significant questions raised by the US Supreme Court's June 13, 2011 decision in Janus Capital Group, Inc. v. First Derivative Traders and discuss issues that fund directors and advisers may want to consider as a result.

The paper explains the narrow interpretation of Rule 10b‐5 that the Court decision represents and the Court's effort not to allow expansion of secondary liability for aiding and abetting under the federal securities laws. It raises questions about the allocation of liability for prospectus content among fund directors, officers, and advisers. It compares liability of advisers and their affiliates under provisions of Rule 10b‐5 and Sections 11 and 12 of the Securities Act of 1933. It recommends three matters that directors should consider concerning the allocation of liability in a case involving a false prospectus: the best way for fund directors to carry out their “due diligence” regarding the content of fund registration statements; the provisions of advisory, administrative and distribution contracts that allocate liability between those entities and the fund for prospectus misstatements and omissions; and various avenues for indemnification and shared liability, including D&O/E&O coverage and an indemnification agreement with the adviser. It introduces the alternative of shared liability in which the adviser signs the fund's registration statement.

The paper finds that the Janus decision has caused fund directors, officers and advisers to focus on the allocation of liability for prospectus errors.

The paper provides a practical guidance from experienced securities lawyers.