Responsibilities of Corporate Officers and Directors Under Federal Securities Law helps mitigate personal risk for management and board members by assuring they have a complete understanding of their duties and liabilities under the federal securities laws. Wolters Kluwer attorney-editors Doreen Meinck, Jim Hamilton and Anne Sherry examine duties and liabilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 , relevant portions of the Investment Company Act of 1940 relating to mutual funds, the Dodd-Frank Wall Street Reform and Consumer Protection Act , the JOBS Act , and the Sarbanes-Oxley Act of 2002 . Responsibilities of Corporate Officers and Directors Under Federal Securities Law also discusses important areas of state law such as the business judgment rule, a state law doctrine shielding directors and officers from liability in the conduct of ordinary corporate affairs and certain actions such as takeovers and tender offers. Other topical areas include: Individual liability in connection with a company’s securities offerings, mergers and acquisitions, and investment company directors. New material in the 2017 -2018 Edition includes new or expanded discussions of: Dodd-Frank’s whistleblower provisions, including the contentious issue of whether a whistleblower need report to the SEC in order to be protected against retaliation - Proxy advisory services and proxy advisory fi rms as the de facto standard setters for corporate governance for U.S. companies - The U.S. Supreme Court’s ruling in Halliburton on the fraud-on-themarket reliance presumption in securities fraud class actions - Drafting of indemnifi cation and advancement provisions of bylaws and articles of incorporation