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Sarbanes-Oxley, the SEC and Nasdaq
Historically, a company preparing for an initial public offering has taken few corporate steps to prepare for post-offering compliance. Perhaps the issuer would establish an audit committee, add one or two independent directors and instruct directors and officers with respect to the insider trading reports and prohibitions. But generally, the corporate compliance practices employed by a private company seemed sufficient for the new public company. With the enactment of the Sarbanes-Oxley Act in 2002 (the Act) and the imminent adoption of new governance rules by the stock exchanges and Nasdaq, corporate compliance procedures have been expanded for existing public companies, and the level of preparation for corporate compliance following an initial public offering has been substantially increased. This article briefly summarizes the numerous provisions of the Act, the rules under it, the corresponding proposed governance rules that a new public company listing on the Nasdaq National Market will be required to address, and the deadlines for being in compliance.
Compliance: Substantial Preparation
The DOJ's New Parameters for Evaluating Corporate Compliance Programs
The parameters set forth in the DOJ's memorandum have implications not only for the government's evaluation of compliance programs in the context of criminal charging decisions, but also for how defense counsel structure their conference-room advocacy seeking declinations or lesser sanctions in both criminal and civil investigations.
The DOJ's Corporate Enforcement Policy: One Year Later
The DOJ's Criminal Division issued three declinations since the issuance of the revised CEP a year ago. Review of these cases gives insight into DOJ's implementation of the new policy in practice.
Use of Deferred Prosecution Agreements In White Collar Investigations
This article discusses the practical and policy reasons for the use of DPAs and NPAs in white-collar criminal investigations, and considers the NDAA's new reporting provision and its relationship with other efforts to enhance transparency in DOJ decision-making.
A Lawyer's System for Active Reading
Active reading comprises many daily tasks lawyers engage in, including highlighting, annotating, note taking, comparing and searching texts. It demands more than flipping or turning pages.
Bankruptcy Sales: Finding a Diamond In the Rough
There is no efficient market for the sale of bankruptcy assets. Inefficient markets yield a transactional drag, potentially dampening the ability of debtors and trustees to maximize value for creditors. This article identifies ways in which investors may more easily discover bankruptcy asset sales.