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Drafting a Practical and Useful Code of Ethics
Pursuant to Section 406(c) of the Sarbanes-Oxley Act (SOX), the Securities and Exchange Commission adopted Regulation S-K 406, which requires reporting companies to disclose whether the company has adopted a code of ethics that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. In addition, New York Stock Exchange Rule 303A.10, American Stock Exchange Section 807 and Nasdaq Rule 4350(n) require listed companies to adopt and disclose a code of conduct for directors, officers and employees.
The SEC rule requires that the code include standards that are reasonably designed to deter wrongdoing, and to promote: 1) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; 2) full, fair, accurate, timely, and understandable disclosure in reports and documents that a registrant files with, or submits to, the SEC and in other public communications made by the registrant; 3) compliance with applicable governmental laws, rules and regulations; 4) the prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and 5) accountability for adherence to the code. The American Stock Exchange and Nasdaq require a code complying with the requirements of Section 406 and the regulations adopted thereunder by the SEC. The New York Stock Exchange adds requirements that the code also address: 1) corporate opportunities; 2) confidentiality; 3) fair dealing; and 4) protection and proper use of company assets.
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.
Judge Rules Shaquille O'Neal Will Face Securities Lawsuit for Promotion, Sale of NFTs
A federal district court in Miami, FL, has ruled that former National Basketball Association star Shaquille O'Neal will have to face a lawsuit over his promotion of unregistered securities in the form of cryptocurrency tokens and that he was a "seller" of these unregistered securities.
Why So Many Great Lawyers Stink at Business Development and What Law Firms Are Doing About It
Why is it that those who are best skilled at advocating for others are ill-equipped at advocating for their own skills and what to do about it?
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.
Blockchain Domains: New Developments for Brand Owners
Blockchain domain names offer decentralized alternatives to traditional DNS-based domain names, promising enhanced security, privacy and censorship resistance. However, these benefits come with significant challenges, particularly for brand owners seeking to protect their trademarks in these new digital spaces.