Contracts with Employees in the U.S.

Assembled by Carter McNamara, MBA, PhD

This section of the library provides miscellaneous information which may be helpful as an overview of various aspects of business law in the United States of America. Businesses designing personnel
policies should obtain advice from an attorney specializing in the area of employee laws. Businesses requiring legal advice regarding potential or current litigation should seek counsel from an attorney.

Sections of This Topic Include

• Basics and General Information
• “At-Will” Employment and Contracts
• Non-Compete Agreements
• CEO Contracts
• Miscellaneous Topics

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Library’s Human Resources Blog

Basics and General Information

• Employees vs. Contractors — What’s the Difference?
• The Basics Of Employment Contracts

“At-Will” Employment and Contracts

• Employment At Will: What Does It Mean?
• At-Will Employment
• What to Watch for With CEO Contracts (applicable to nonprofits)

Non-Compete Agreements

• Sample non-compete agreement
• Non-Competition Agreements Between Businesses
• Safeguarding Success — Finding The Value For Non-compete Agreements
• A Definition of Non-Compete
• Non-compete Agreements: Are They Reinforceable?

CEO Contracts

• Contracts for Nonprofit Executives
• Negotiating the Nonprofit CEO Contract
• Sample Employment Agreement

Misc. Topics and Sample Contracts

• Confidentiality agreements
• Uniformed Services Employment and Reemployment Rights Act
• Written Employment Contracts: Pros and Cons

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Shareholder Value

© Copyright Carter McNamara, MBA, PhD, Authenticity Consulting, LLC.

Sections of This Topic Include

• Maximizing Shareholder Value
• What’s Wrong with Shareholder Value?

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• Library’s Boards of Directors Blog
• Library’s Nonprofit Capacity Building Blog

Maximizing Shareholder Value

• Shareholder value – Wikipedia, the free encyclopedia
• What is Shareholder Value? – Definition
• What Shareholder Value is Really About
• The Other Duty of Corporate Governance – Forbes
• What Matters in Corporate Governance?
• How to Build Long-Term Shareholder Value | Inc. 5000
• Measuring and Managing Shareholder Value Creation
• Protecting Investors through Independent, High Quality Audits
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What’s Wrong with Shareholder Value?

• What’s wrong with maximising shareholder value?
• The Dumbest Idea In The World: Maximizing Shareholder Value – Forbes
• Down With Shareholder Value – NYTimes.com
• Business: Why “Shareholder Value” Shouldn’t Be Our Only Value | TIME.com
• The Shareholder Value Myth – Politics – Utne Reader
• ‘Maximizing shareholder value’ is ill-conceived concept – Los Angeles Times
• The Shareholder Value Myth
• ‘Theory of maximising shareholder value has done great harm to businesses’ – Analysis
• Is ‘Maximizing Shareholder Value’ No Longer the Goal? | The Exchange – Yahoo! Finance
• Is The Tyranny Of Shareholder Value Finally Ending? – Forbes
• Shareholder Equity vs. Shareholder Value – Wiki | The Motley Fool
• Maximizing Shareholder Value Is Not a Dumb Idea | Inc. 5000
• Shareholder Wealth Maximization and Its Role in Corporate Law

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Stakeholders

© Copyright Carter McNamara, MBA, PhD, Authenticity Consulting, LLC.

Stakeholders

• What is a Stakeholder (Wikipedia)
• Stakeholder theory – Wikipedia, the free encyclopedia
• Stakeholder (corporate) – Wikipedia, the free encyclopedia
• The Role of Stakeholders
• Whom Do Public Companies Now Serve? – Forbes
• Stakeholder Governance: A Bad Idea Getting Worse (download)
• How Stakeholders Influence Corporate Decision Making
• Stakeholder Engagement and the Board: Integrating Best Governance Practices
• Responsible Corporate Governance: Towards a Stakeholder Board of Directors

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• Library’s Boards of Directors Blog
• Library’s Nonprofit Capacity Building Blog

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Shareholder and Stakeholder Relations

© Copyright Carter
McNamara, MBA, PhD, Authenticity Consulting, LLC.

Shareholder and Stakeholder Relations

How to keep investors happy and businesses healthy
Board Engagement with Corporate Shareholders
Pension Funds as Owners and Investors
Advancing Board-Shareholder Engagement
Local Investors and Corporate Governance
Giving Shareholders a Voice
Boards Respond to Stakeholder Concerns
Institutional Investors: The Next Frontier in Corporate Governance
The State of Engagement between U.S. Corporations and Shareholders
Shareholders: Part of the Solution or Part of the Problem?
Effective Board Engagement with Shareholders
Protecting Shareholders and Enhancing Public Confidence through Corporate Governance
The American Corporation and its Shareholders: Dooryard Visits Disallowed?
The Battle for Shareholder Access: The Current State of Play
The Morning Ledger: Boards Get Pulled Into Investor Outreach – The CFO Report – WSJ
Defending Our Stakeholders: Corporate Defence Management Explored by Sean Lyons :: SSRN

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the following blogs that have posts related to this topic. Scan
down the blog’s page to see various posts. Also see the section
“Recent Blog Posts” in the sidebar of the blog or click
on “next” near the bottom of a post in the blog. The
blog also links to numerous free related resources.

Library’s
Boards of Directors Blog
Library’s
Nonprofit Capacity Building Blog

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Proxies

© Copyright Carter McNamara, MBA, PhD, Authenticity Consulting, LLC.

Proxies

• Proxy Season Definition | eHow.com
• Proxy Definition | Investopedia
• Proxy Access: Only The Beginning
• Proxy Access: Where Are We Now And Where Should We Go
• The Efficacy of Shareholder Voting
• Preparing for “Proxy Access” Shareholder Proposals
• Does Shareholder Proxy Access Improve Firm Value?
• The Insignificance of Proxy Access
• Shareholder Proxy Access: Time To Get Ready
• Proxy Access and the Balance of Power in Corporate Governance
• The Proper Limits of Shareholder Proxy Access
• Will proxy access enhance director accountability?
• 2012 Proxy Season Review: Overall Trends in Shareholder Proposals

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• Library’s Boards of Directors Blog
• Library’s Nonprofit Capacity Building Blog

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Shareholder Activism

© Copyright Carter McNamara, MBA, PhD, Authenticity Consulting, LLC.

Shareholder Activism

• 2012 Shareholder Activism Insight Report
• From the Shareholders’ Spring to the Autumn of Activism
• In the Boardroom with the Shareholder Spring | Lucy P. Marcus
• Shareholder spring an ‘illusion’, say KPMG – Telegraph
• Shareholder Activism, Say on Pay and Executive Compensation
• Increasing the Vulnerability of Investors
• Online Shareholder Participation in Annual Meetings
• Corporate Governance Activism: Here To Stay?
• Public Investors and the Risks of Non-Corporate Governance
• Activism and the Move toward Annual Director Elections
• Facilitating Shareholder Director Nominations
• Avoiding Shareholder Activism
• Whack ‘em with a board! | Lucy P. Marcus
• Re-examining Board Priorities in an Era of Activism – NYTimes.com
• Shareholders, Directors, and Officers – Basics of Corporations – Corporations

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• Library’s Nonprofit Capacity Building Blog

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Term Limits

© Copyright Carter McNamara, MBA, PhD, Authenticity Consulting, LLC.

Term Limits

• Term Limits for Nonprofit Boards – Nonprofit Resource Center
• The Drawbacks of Board Term Limits
• Should Outside Directors Have Term Limits? The Role of Experience in Corporate Governance
• Coming to Terms With Term Limits
• Board Spills | Boards of Directors
• Term Limits for Non-Profit Board Members | Boards of Directors
• Key Metrics Series: Entrenched Board – GMI Ratings

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• Library’s Nonprofit Capacity Building Blog

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Recruiting Members

© Copyright Carter  McNamara, MBA, PhD, Authenticity Consulting, LLC.

Vast majority of content in this topic applies to for-profits and nonprofits. This book also covers this topic.

Sections of This Topic Include

• General
• Electing Directors
• Nonprofit

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• Library’s Boards of Directors Blog
• Library’s Nonprofit Capacity Building Blog

General

• A Guide to Successful Board Recruitment
• Your Board Recruitment Package
• Sample Board of Directors Recruitment Grid
• Guidelines for Recruiting New Board Members
• Article – Recruiting for Board Members: Process? What Process?
• Avoiding the Pitfalls in Recruiting Board Members from Secrets of Successful Boards
• 10 “STOP” Signs on the Road to Board Recruitment
• Industry Expertise on Corporate Boards
• Globalizing the Boardroom
• Recruiting Your Organization’s First Board
• Recruiting the Digital Director

Electing Directors

• Electing Directors
• Does the Director Election System Matter?

Nonprofit

• Passion in the Boardroom | Boards of Directors
• Five Fast Ways to Recruit New Board Members | CompassPoint
• What it takes to be a good nonprofit director – Portland Business Journal
• 4 Actions to Weed Out Resume Builders on Your NGO Board | Nonprofit Capacity Building
• Recruiting and Retaining Good Board Members | Minnesota Council of Nonprofits
• Board Member and Volunteer Recruitment
• Hosting a Board Recruitment Event | Nonprofit Capacity Building
• Core Strategies on Nonprofits: Study on Women Donors Presents Lessons for Board Recruitment
• Nonprofit Law Blog: Board Recruitment Demonstration Project
• 5 Ways To Ensure A Non-Profit Board Candidate A Good Choice | Nonprofit Capacity Building
• Should You Try Get “Big Names” and “Big Pockets” on Boards? (nonprofit)
• Major Donor on The Board | Fundraising for Nonprofits
• Different Overall Approaches to Staff a Nonprofit Board (nonprofit)

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Joining Boards

© Copyright Carter McNamara, MBA, PhD, Authenticity Consulting, LLC.

Joining Boards

• Why they still do it: Understanding directors’ motivations for joining a board
• The Benefits of Board Service
• Questions to Ask Yourself Before Joining Your Next Board | CompassPoint
• Making the transition from manager to director | Boards of Directors
• Not Just a Resume Booster: Tips for evaluating a nonprofit before joining the board of directors
• Using a Board Seat as a Stepping Stone – WSJ.com
• Do Good, Sure, But Do It Right — Nonprofit Board Service: a ‘Head’s Up’ Checklist
• Learn About Joining a Board | Nonprofit Capacity Building
• Richard Leblanc: Thinking of Joining a Board? Ask These Questions First

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Removing (or Improving) Board Members

© Copyright Carter McNamara, MBA, PhD, Authenticity Consulting, LLC.

Sections of This Topic Include

• Removing Members
• Improving Members

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• Library’s Nonprofit Capacity Building Blog

Removing Members

• How to Remove an ‘Unfit’ Director – NYTimes.com
• Directors – Removing Directors – Remove Board Member
• Four Ways to Remove a Board Member | Blue Avocado
• How do I Remove LLC Board Members? | LegalZoom: Legal Info
• Can a Board of Directors terminate without cause another Boa … – JustAnswer
• Board Resolution to Terminate an Employee – Download Template
• Removing a Difficult Board Member | CompassPoint
• The Right Way to Resign from the Board | CompassPoint

Improving Members

• How Boards Deal With Lazy Directors
• What To Do With Board Members Who Don’t Do Anything | CompassPoint
• 52 Ways To Motivate Your Board Memebers « Carol Weisman’s Blog On Fundraising, Philanthropy and Governance

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