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Leslie Bonacum
Neil Allen

Authoritative Guide From CCH Details Responsibilities Of Corporate Officers, Directors

Sarbanes-Oxley Reforms Reflected

(RIVERWOODS, ILL., November 4, 2002) Top corporate officers and directors are now being held to ever-higher standards, subjected to increased scrutiny and exposed to higher penalties for legal missteps, according to CCH INCORPORATED (CCH), a leading provider of securities law information and software. To help those who lead publicly held companies successfully comply with changing legal requirements, CCH has published a new, 2002-2003 edition of Responsibilities of Corporate Officers and Directors Under Federal Securities Law, by James Hamilton, JD, LLM and Ted Trautmann, JD.

"Responsibilities of Corporate Officers and Directors Under Federal Securities Law identifies and offers practical guidance on the many provisions that can affect corporate officers, including the very latest ones enacted this year," said Peter Berkery, Associate Publisher for the CCH Business and Finance Group. "Over the years, this book has proven itself to be a concise, helpful and authoritative guide that cuts through the volumes of federal securities laws to focus on the things that matter most to corporate leadership. That kind of guidance is especially important since the price of non-compliance is higher than ever."

New Edition Covers Current Concerns

The 2002-2003 edition of this essential reference includes extensive discussion of the Sarbanes-Oxley Act reforms and related SEC and stock exchange rules. In particular, the new edition examines provisions relating to corporate governance, audit committee duties, Section 16 reporting of insider transactions, SEC enforcement powers, fraud penalties, internal accounting controls and CEO/CFO certification of periodic reports. The new edition also includes greatly expanded discussion of the safe harbor for insider transactions pursuant to a Rule 10b5-1 plan.

Chapters in the book reflect the current state of the law on individual liability in connection with a corporation's securities offerings. Specific discussions focus on the antifraud rule and securities litigation reform, proxy and reporting provisions, insider trading restrictions and registration-related liabilities. Issues relating to shareholder derivative actions, SEC enforcement, resale of restricted stock under Rule 144A and investment company directors also are covered.

The book also examines state law requirements in connection with management's exercise of business judgement as well as state indemnification and insurance provisions. Considerations regarding Regulation FD are given chapter-length treatment. A finding list directs readers to CCH's Federal Securities Law Reports for the full text of cited statutes, rules, forms and interpretive releases.

About the Authors

James Hamilton is a principal securities law analysts for CCH. An attorney with over 20 years experience tracking, analyzing and explaining securities law, Hamilton is a nationally-recognized securities expert who has written numerous books on securities law topics. Trautmann is also the coordinating editor of the Journal of Global Financial Markets. Hamilton and Trautmann are co-authors of several books, including Sarbanes-Oxley Act of 2002: Law and Explanation, Informal Corporate Disclosure under Federal Securities Law and Guide to Regulation FD and Insider Trading Reforms. Both also are regular contributors to the industry-standard CCH Federal Securities Law Reports.

Availability and Pricing

For more information or to order a copy of the 410-page 2002-2003 Responsibilities of Corporate Officers and Directors Under Federal Securities Law, call the companys toll-free number, 800-248-3248 or visit the CCH Online Store at Single copies are $79, plus applicable shipping, handling and tax. Quantity discounts are available.


CCH INCORPORATED, headquartered in Riverwoods, Ill., was founded in 1913 and has served four generations of business professionals and their clients. The company produces more than 700 electronic and print products for the tax, legal, securities, human resources, health care and small business markets. CCH is a wholly owned subsidiary of Wolters Kluwer U.S. The CCH web site can be accessed at The CCH business and finance group web site can be accessed at

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EDITORS: For members of the press, an editorial review copy of Responsibilities of Corporate Officers and Directors Under Federal Securities Law is available upon request. Contact Neil Allen at 847-267-2179 or


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