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Dealing with the SEC's 'Up-the-Ladder' Reporting Requirements
In a September 2004 speech, the Director of the Securities and Exchange Commission's Division of Enforcement stated that the SEC has named lawyers as respondents or defendants in more than 30 enforcement actions in the past 2 years. These actions are consistent with the SEC's view that one of the Sarbanes-Oxley Act's primary themes is the significance of “gatekeepers,” such as auditors, lawyers, research analysts, and boards of directors, in maintaining fair and honest markets. Under this view, a lawyer, as gatekeeper, is, as SEC Commissioner Harvey Goldschmid put it, “a guardian with independent professional responsibilities, including a responsibility for protecting the institution,” rather than simply the management team that hired him or her.
The provision of Sarbanes-Oxley (SOX) that sets out this gatekeeper role for lawyers, Section 307, requires that lawyers report “up the ladder” (that is, to senior management and, ultimately, to the audit committee or the full board of directors) evidence of certain violations of the securities laws and breaches of fiduciary duties. While the SEC's rules implementing Section 307 became effective in August 2003, there remains much ambiguity in how the SEC plans to enforce them.
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.
Beach Boys Songs Written Decades Ago Triggered Current Quarrel With Lawyers
There's current litigation in the ongoing Beach Boys litigation saga. A lawsuit filed in 2019 against Nevada residents Mike Love and his wife Jacquelyne in the U.S. District Court for the District of Nevada that alleges inaccurate payment by the Loves under the retainer agreement and seeks $84.5 million in damages.
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.
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.
When Is a Repair Structural or Nonstructural Under a Commercial Lease?
A common question that commercial landlords and tenants face is which of them is responsible for a repair to the subject premises. These disputes often center on whether the repair is "structural" or "nonstructural."