Director Compliance
Amendments to the Securities and Exchange Act and recent announcements of the Securities and Exchange Commission (SEC) have made compliance requirements more onerous for directors of public companies and certain non-public companies (private companies). Public companies affected by these changes are listed companies and, in some cases, unlisted companies with characteristics as defined by pertinent announcements.
This article surveys key compliance requirements for directors of public companies. Because some of the changes to public company director compliance requirements also apply to private companies within the chain of control of the aforementioned public companies, prudent directors of private companies should be familiar with the compliance requirements discussed below.
SEA amendments
The Securities and Exchange Act BE 2551 (2008), No. 4 (SEA) came into effect on 5 March 5, 2008 and introduced many important provisions aimed at improving corporate governance. Important SEA provisions relate to fiduciary duty, the Business Judgment Rule (BJR), derivative suits, and restrictions on ratification of certain director actions.
