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Internal Information Controls: Corporate Accountability
The swift enactment of Sarbanes-Oxley (SOX) in the wake of numerous corporate scandals brought at least as many questions as solutions for executives charged with ensuring corporate compliance with SOX's many provisions. As the various compliance deadlines for SOX draw near or expire and the Securities and Exchange Commission (SEC) continues to release rules and guidelines, even more questions emerge, requiring executives to quickly gain familiarity with otherwise unfamiliar topics in order to avoid the potential liability associated with violations of the law. One such topic is the security and control of financial information.
Section 404 of SOX requires corporate executives and auditors to confirm the effectiveness of internal controls for financial reporting. Similarly, Section 302 requires that executives certify the accuracy of corporate financial reports. Of course, the accuracy of financial reports is a direct product of the accuracy and integrity of the information on which they are based. Although the precise scope and impact of Sections 404 and 302 remain to be seen, it has become clear that compliance with SOX requires certain levels of security to protect the integrity of corporate information and to guard against its alteration, theft or misuse. Given the increased level of information piracy and the growing use of offshore IT resources, this may be an increasingly difficult task.
Executives can and should be more concerned than ever about internal information systems and the options available in a rapidly evolving industry for protecting those systems. For directors, who have fiduciary duties of care and good faith, compliance with SOX may prove key in avoiding personal monetary liability from shareholder derivative claims and other actions. Ultimately, corporate compliance with the internal control provisions of SOX will require directors to identify and assess the threats to the integrity of their corporate information and to formulate measured and cost-effective responses.
Major Differences In UK, U.S. Copyright Laws
This article highlights how copyright law in the United Kingdom differs from U.S. copyright law, and points out differences that may be crucial to entertainment and media businesses familiar with U.S law that are interested in operating in the United Kingdom or under UK law. The article also briefly addresses contrasts in UK and U.S. trademark law.
The Article 8 Opt In
The Article 8 opt-in election adds an additional layer of complexity to the already labyrinthine rules governing perfection of security interests under the UCC. A lender that is unaware of the nuances created by the opt in (may find its security interest vulnerable to being primed by another party that has taken steps to perfect in a superior manner under the circumstances.
Strategy vs. Tactics: Two Sides of a Difficult Coin
With each successive large-scale cyber attack, it is slowly becoming clear that ransomware attacks are targeting the critical infrastructure of the most powerful country on the planet. Understanding the strategy, and tactics of our opponents, as well as the strategy and the tactics we implement as a response are vital to victory.
Legal Possession: What Does It Mean?
Possession of real property is a matter of physical fact. Having the right or legal entitlement to possession is not "possession," possession is "the fact of having or holding property in one's power." That power means having physical dominion and control over the property.
The Anti-Assignment Override Provisions
UCC Sections 9406(d) and 9408(a) are one of the most powerful, yet least understood, sections of the Uniform Commercial Code. On their face, they appear to override anti-assignment provisions in agreements that would limit the grant of a security interest. But do these sections really work?