Law.com Subscribers SAVE 30%

Call 855-808-4530 or email [email protected] to receive your discount on a new subscription.

KickerFeaturesSectionsNews

When Should an Audit Committee Consider Independent Counsel?

By Jeffrey E. Jordan and Peter Macleod

As widely reported and discussed since July 2002, the Sarbanes-Oxley Act of 2002 (the Act) imposes a substantial number of new responsibilities on the audit committee of a public company required to file periodic reports under the Securities Exchange Act. These responsibilities include:

  • appointing the company's registered public accountant, determining his or her compensation and overseeing his or her work (including resolution of disagreements between management and the accountant regarding financial reporting);
  • approving the receipt of audit and non-audit services from the accountant;
  • receiving the accountant's report on critical accounting policies and practices and alternative treatments of financial information discussed with management;
  • receiving complaints regarding accounting, internal controls and auditing matters; and
  • receiving reports of counsel of evidence of a material violation of securities law or breach of fiduciary duty.

The audit committee is also expected to oversee management's performance of a number of new responsibilities under the Act, including participating in the preparation of, and certifying the accuracy of, periodic reports and establishing, maintaining and assessing the effectiveness of internal controls. Further, at least under the proposed revised Nasdaq listing rules, the audit committee will be required to review and approve related-party transactions.

Need for Audit Committee Counsel

Read These Next
The Article 8 Opt In Image

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.

Major Differences In UK, U.S. Copyright Laws Image

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.

Beach Boys Songs Written Decades Ago Triggered Current Quarrel With Lawyers Image

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.

Strategy vs. Tactics: Two Sides of a Difficult Coin Image

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.

Transfer Tax Implications on Real Property Leases Image

The real property transfer tax does not apply to all leases, and understanding the tax rules of the applicable jurisdiction can allow parties to plan ahead to avoid unnecessary tax liability.