1999 Responsibilities of Corporate Officers and Directors Under Federal Securities Laws.

• Author: CUNNINGHAM, LAWRENCE A.
• Position: Review

By James Hamilton and Ted Trautmann

Published by CCH Inc., Chicago, 285 pages, $60.00

IT TAKES special skill for experts to communicate knowledge of their field to those outside it. That skill must be particularly deft when the field is the dense, dynamic, and complex one of the law governing officers and directors of public corporations. James Hamilton and Ted Trautmann display such deftness in the new edition of their brief, reliable, and straightforward guide.

While the subject of managerial legal duties cannot be made breezy, Hamilton and Trautmann make it comprehensible and understandable to the nonexpert and also strike a balance between accessibility and technical accuracy that renders the text useful for experts as well. The sheer mass and intricacy of their subject, however, would justify a warning that not all of the book's contents must be mastered by the typical manager.

The book canvasses all major aspects of federal securities law. It moves from disclosure obligations, to fraud liability, short-swing profit rules, and special duties relating to investment companies and investment advisors. It also treats the hardest and broadest questions of state law, particularly those relating to the fiduciary duties of managers and how the performance of those duties are evaluated by courts, both in the ordinary course and in the case of takeovers.

I can imagine newly elected or appointed managers who read this book feeling overwhelmed by the expansive scope and deep detail of these laws. Probably only the federal income tax laws are as vast and complicated. But just as most experienced taxpayers know they can get by with a grasp of the basics of Form 1040 and Schedules A, C and maybe E, seasoned managers will recognize in this book some issues they have encountered while also realizing that they will require much of the knowledge contained in the book only sporadically if at all.

Defining the book's scope to include state corporate as well as federal securities law is appropriate because both play an important role in corporate life, though it does make the book's title somewhat modest. Nor should the book's title be taken to imply that it is only for officers and directors. While they are clearly the book's main intended audience, the book is also a valuable guide for accountants, auditors, underwriters, and others whose professional roles expose them more often than managers to the range of topics discussed.

This updated edition covers...