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NYSE-Listed Corporations: Your Time Is Now
Much of the waiting for final rules promulgated by the Sarbanes-Oxley Act of 2002 (the Act), including new corporate governance standards approved by the SEC on Nov. 4, 2003 for New York Stock Exchange (NYSE)-listed companies, is over. It is now time for NYSE-listed corporations to set into motion the implementation and effective management of these myriad new rules. Extensive new disclosure is required to be included in proxy statements and Forms 10-K filed on or after Jan. 15, 2004, and consequently, processes should already have been put in place to allow adequate time for companies to review the effectiveness of newly adopted procedures.
After reading the new rules and the associated commentary, it is clear that the Exchange does not take a “one-size-fits-all” approach. A great deal of interpretation and flexibility is left to each board, or in some cases, the board committees, to make determinations according their company's size, specific needs, businesses or circumstances. The most important tool to ward off an unforeseen disclosure oversight or omission is communication among the board, its committees and management. Some highlights and ideas for the implementation of the new rules follow.
Director of Independence
- Rule:
NYSE-listed companies are now required to have a majority of independent directors on the board [NYSE 303A.02(a)]. The independence of each board member must be formally determined by the board of directors pursuant to independence criteria established by the company as well as certain criteria set forth in the listing standards of the Exchange. A board may adopt and disclose categorical standards in determining independence and make a general disclosure of whether a director meets such independence criteria, without detailing the basis of the immaterial relationships between the director and the company.
- Implementation:
The composition of the board should be revisited annually after careful review of responses to the D&O questionnaires and discussions with members of the board. It is essential that the directors and officers are well acquainted with the NYSE's and board's own independence criteria so they can immediately notify the appropriate person on the board or member of company management of any relevant change of circumstance. In some cases, such communication may prevent an event from occurring that would change the independence status of a director or tip the board's balance.
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.