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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
Substantial prior preparation is needed to achieve compliance with the Act, the SEC rules and the Nasdaq rules. Both the number and complexity of the new requirements require an issuer to prepare substantially in advance of the completion, or even the commencement, of its initial public offering. Indeed the Act's definition of “issuer” specifies that the provisions of the Act apply upon the issuer's filing of its registration statement with the SEC and not only when the offering is completed. Further, reputable underwriters and their counsel can be expected to conduct substantial due diligence with respect to compliance with the Act and the rules, and a potential issuer should anticipate that underwriters will require established and implemented compliance policies and procedures addressing many aspects of the Act. Underwriters can be expected to review the issuer's accounting controls and procedures and also to review governance arrangements, including committee charters and procedures.
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.
Removing Restrictive Covenants In New York
In Rockwell v. Despart, the New York Supreme Court, Third Department, recently revisited a recurring question: When may a landowner seek judicial removal of a covenant restricting use of her land?
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.