Law.com Subscribers SAVE 30%
Call 855-808-4530 or email [email protected] to receive your discount on a new subscription.
Dealing with the SEC's 'Up-the-Ladder' Reporting Requirements
In a September 2004 speech, the Director of the Securities and Exchange Commission's Division of Enforcement stated that the SEC has named lawyers as respondents or defendants in more than 30 enforcement actions in the past 2 years. These actions are consistent with the SEC's view that one of the Sarbanes-Oxley Act's primary themes is the significance of “gatekeepers,” such as auditors, lawyers, research analysts, and boards of directors, in maintaining fair and honest markets. Under this view, a lawyer, as gatekeeper, is, as SEC Commissioner Harvey Goldschmid put it, “a guardian with independent professional responsibilities, including a responsibility for protecting the institution,” rather than simply the management team that hired him or her.
The provision of Sarbanes-Oxley (SOX) that sets out this gatekeeper role for lawyers, Section 307, requires that lawyers report “up the ladder” (that is, to senior management and, ultimately, to the audit committee or the full board of directors) evidence of certain violations of the securities laws and breaches of fiduciary duties. While the SEC's rules implementing Section 307 became effective in August 2003, there remains much ambiguity in how the SEC plans to enforce them.
Two recent actions by the SEC provide contrasting examples of how attorneys have dealt with up-the-ladder reporting. In the first, the SEC took action against a company's general counsel for failing to report to the company's audit committee and outside auditors, in a timely manner, evidence of material fraud in the company's reported financial results. In the second action, the SEC stated that an outside law firm that had reported evidence of a material securities law violation up the ladder to its client's board of directors had acted consistently with the Section 307 rules.
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.