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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.
Yachts, Jets, Horses & Hooch: Specialized Commercial Leasing Models
Defining commercial real estate asset class is essentially a property explaining how it identifies — not necessarily what its original intention was or what others think it ought to be. This article discusses, from a general issue-spot and contextual analysis perspective, how lawyers ought to think about specialized leasing formats and the regulatory backdrops that may inform what the documentation needs to contain for compliance purposes.
Hyperlinked Documents: The Latest e-Discovery Challenge
As courts and discovery experts debate whether hyperlinked content should be treated the same as traditional attachments, legal practitioners are grappling with the technical and legal complexities of collecting, analyzing and reviewing these documents in real-world cases.
Identifying Your Practice's Differentiator
How to Convey Your Merits In a Way That Earns Trust, Clients and Distinctions Just as no two individuals have the exact same face, no two lawyers practice in their respective fields or serve clients in the exact same way. Think of this as a "Unique Value Proposition." Internal consideration about what you uniquely bring to your clients, colleagues, firm and industry can provide untold benefits for your law practice.
Risks and Ad Fraud Protection In Digital Advertising
The ever-evolving digital marketing landscape, coupled with the industry-wide adoption of programmatic advertising, poses a significant threat to the effectiveness and integrity of digital advertising campaigns. This article explores various risks to digital advertising from pixel stuffing and ad stacking to domain spoofing and bots. It will also explore what should be done to ensure ad fraud protection and improve effectiveness.
Turning Business Development Plans Into Reality
This article offers practical insights and best practices to navigate the path from roadmap to rainmaking, ensuring your business development efforts are not just sporadic bursts of activity, but an integrated part of your daily success.