Corporate officers and directors, facing unprecedented public and legal scrutiny, need clear guidance now more than ever. Wolters Kluwer Law & Business has the solution: the 2011-2012 Edition of Responsibilities of Corporate Officers and Directors under Federal Securities Law . This important resource alerts board members and management to their personal duties and liabilities under the federal securities laws. From the vast body of federal laws, SEC rules, and court decisions concerning securities offerings and transactions, those of particular interest to corporate officers and directors as individuals are discussed here.

The 2011 -2012 Edition  includes new or expanded discussions of the duty of loyalty; venue in shareholder derivative actions; shareholder proxy access; the SEC say-on-pay rule; SEC rulemaking under the Dodd-Frank whistleblower provision; and the issue of whether the IRS can discover tax accrual work papers. Also covered are important securities cases, including the Supreme Court’s decisions in Matrixx Initiatives, Inc. v. Siracusano , discussing the materiality of information that may not statistically significant and Janus Capital Group, Inc. v. First Derivatives Traders , discussing aiding-and-abetting liability of a mutual fund adviser for statements made in the client fund’s prospectuses.