• HOME • Background • Services • D & O Advisory • Articles • Links Contact Us     Our other site: Regal Seminars		D & O ADVISORY A competent, informed, active, and involved Board of Directors can be invaluable to a company. This is true for both publicly traded corporations and private companies. A Board of Directors must review, and when appropriate, they need to recommend changes to the management's strategy. A Board should also suggest ways to reduce the company's level of risk, and help deter fraud and other improprieties. Proactive boards assist management in assessing the company's opportunities, such as a proposed acquisition or joint venture. In addition, they help in dealing with problems such as a major lawsuit, or a regulatory investigation. Officers and directors have legal obligations and duties under the law; violating them creates liability exposure. The need for specialized courses targeted to directors and officers became evident with the accounting scandals at Enron, WorldCom and many other companies. These courses will help directors and officers to better understand and perform their duties and responsibilities. Each course can be tailored to meet your particular needs or desires. Directors and Officers Courses • Fraudulent Financial Reporting • Understanding Your Company's Financial Statements • Directors' Duties • Board Committees • Protecting the Director's Personal Assets • Mergers & Acquisitions – Considerations for Directors Fraudulent Financial Reporting This course will note the numerous recent accounting scandals, and explain how and why fraudulent financial reports are issued. It will address what managers and directors can do to minimize and deter fraud. Internal control will be described, and the role of the audit committee. This course will highlight the auditing standard that covers an auditor's duty to detect fraud. Finally, it will highlight how forensic accounting can be used to resolve legal issues such as fraud and breach of fiduciary duty. What you will learn: Reasons for fraudulent financial reporting The role that the executive team should play to deter fraudulent financial reporting The role that the Board of Directors should play to deter fraudulent financial reporting The role that the Audit Committee should play to deter fraudulent financial reporting Why internal controls can deter, but not stop fraud Auditor's responsibilities to consider fraud pursuant to Statement of Auditing Standard 99 How forensic accounting can help spot fraudulent financial reporting How frauds were perpetrated at other companies Understanding Your Company's Financial Statements Board of Directors should review and monitor the company's financial performance and current financial position. This is especially important in understanding whether the company will be able to implement its business plan, and what changes, if any, need to be made. The earlier a potential problem can be identified, the more flexibility the company will have to address it. This course will highlight the key points directors should consider in reviewing the company's financial statements. Directors should understand the weaknesses of generally accepted accounting principles, and what financial statements reveal, as well as what they don't reveal. What you will learn: Why financial statements do not give you all of the information you really need The Assets that are not shown on the balance sheet The liabilities that are not shown on the balance sheet Key factors you should look for in evaluating a balance sheet Factors to consider in evaluating a company's revenue How the “bottom line” can be manipulated How cash flow can be manipulated The advantages and disadvantages of ratio analysis Clues that might reveal fraudulent financial reporting How to evaluate the financial disclosures made by a company How to put the company's financial statements in contex Directors Duties What are a director's legal duties? This course will address them and the business judgment rule. The rule is easy to understand - generally, courts will not second-guess business decisions made by a Board of Directors. However, it is important to understand the exceptions to the general rule. It is also important to understand what directors must do to obtain the protection of the general rule. What you will learn: What are a director's legal duties? What exactly is the Business Judgment Rule (“BJR”)? What directors must or should do to obtain the protection of the BJR The exceptions to the BJR When directors will be found to have violated the BJR Key cases will be reviewed How a Board can add value to a company Board Committees A Board of Directors can create one or more committees for specific purposes. The most common board committees are the: Audit committee Compensation committee Corporate governance committee Risk management committee Special investigations committee The instructor will provide tips on how each member of the committee can more effectively meet their duties and minimize their personal liability exposure. What you will learn: How such committees are created The purpose of each committee The issues that each committee usually address The authority normally given to each committee The information that each committee should evaluate Who should be appointed to each committee The characteristics of an effective committee Protecting the Director's Personal Assets While D & O insurance may help protect a director from personal liability exposure, it may not be the total solution. In some cases, directors are held personally liable and the company's D & O insurance may not provide 100% coverage. Directors often want to know how they can better protect their personal assets, and shield them from claims. This course will explore the benefits of trusts, family limited partnerships or family limited liability companies, and other asset protection techniques. It will explore how title to assets should be structured and the pitfalls to avoid in retitling assets. What you will learn: The benefits of an irrevocable insurance trust The benefits and pitfalls of using family limited partnerships, or family limited liability companies How title to assets should be held The proper way to retitle assets The pros and cons of using an asset protection trust The key tax rules to consider, and the traps to avoid Mergers & Acquisitions – Considerations for Directors Whenever a company considers entering into a merger, making an acquisition, or selling itself, the Board of Directors should consider many factors. This course will highlight the business and legal factors that should be considered. The decision made by the Board of Directors may be questioned by dissident shareholders who might claim that the Board acted improperly, or did not maximize shareholder value. What you will learn: The benefits and pitfalls of mergers & acquisitions Different ways to structure a merger or acquisition, and the advantages and disadvantages of each approach A director's duties with respect to a merger or acquisition The key issues on which a director should focus When a company should be sold and how to prepare the company for sale The role a director should play in the sale of the company Gerschick Business & Investment Counsel, LLC Dennis J. Gerschick 2691 Blairsden Place Kennesaw, GA 30144 770-792-7444 Email Us
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