Federal securities laws and the regulations of the applicable securities exchanges including with regard to the oversight responsibilities of the board of directors and its committees a critical matter is the composition of the board itself all exchanges require that except under limited circumstances a majority. O certain loans permitted under the federal securities laws determining audit committee independence under rule 10a 3 of the securities exchange act of 1934 the exchange act under rule 10a 3 an audit committee a directors guide to the final nasdaq corporate governance rules . Corporate governance and directors duties in the united states overviewby stephen giove and robert treuhold shearman sterling llp related content law stated as at 01 feb 2013 o usa national federala qa guide to corporate governance law in the united statesthe qa gives a high level overview of board composition the comply or explain approach management rules and authority . Summary 1 summary this summary does not contain all of the information that you will need to successfully complete your ipo you really should read this entire guide as well as the other latham watkins publications
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