Does Your Corporate Governance Rate?
September 30, 2004
Why are companies and their boards, more than ever, aiming to assure investors of their commitment to best corporate governance practices? Significant new mandates by the SEC and stock exchanges regarding disclosure, governance, and accounting procedures are the legacy of Tyco, Enron, WorldCom, etc. Also, corporate governance issues have become matters of regular media reports and new publications focused on governance. Once passive institutional and retail shareholders have become increasingly vocal and successful on shareholder ballots. There is also an increasing amount of empirical data to support the position that better governance correlates to better shareholder value.
Ethics and Compliance Programs
September 30, 2004
A recurrent task facing Managers of Ethics and Compliance programs is to make sure their programs are effective -- and demonstrate this effectiveness to both internal and external audiences.
Special Issue: Securities Enforcement Actions After SOX
September 30, 2004
The Securities and Exchange Commission (SEC) was created by Congress in the aftermath of the 1929 stock market crash, the cause of which was widely attributed to fraudulent and deceptive practices on Wall Street. It is an independent regulatory agency whose five commissioners, including a Chairman, are appointed by the President. The SEC's Division of Enforcement is the "police force" of the Commission; it is responsible for the civil and administrative enforcement of the various federal securities laws. The Enforcement Division also typically works closely with U.S. Attorney's Offices throughout the country to assist with the criminal prosecution of securities violations.
Introduction
September 30, 2004
Special Issue: As we all know, as a result of widespread accounting scandals in 2001-02, Congress passed the Sarbanes-Oxley Act of 2002, Pub. L. No. 107-204, 116 Stat. 769 (2002) (SOX). SOX, signed into law on July 30, 2002, authorizes substantially increased funding for the United States Securities and Exchange Commission, creates broad new SEC enforcement powers, a greater range and magnitude of civil and criminal penalties, several new criminal prohibitions and more rigorous reporting requirements among other things.
The Cost of Cooperation
September 30, 2004
Cooperation with government investigators has long been important for companies under the specter of an investigation. Under current agency policies and practices of the Securities and Exchange Commission (SEC) and U.S. Department of Justice (DOJ), and relevant provisions of the Sentencing Guidelines for Organizational Offenders, a "cooperative" corporation can realize substantial reductions in penalties or even avoid an enforcement action altogether. Seaboard Corporation in 2001 and HomeStore, Inc. in 2002 are excellent examples -- both were able to avoid SEC enforcement actions because of the extent and nature of their cooperation with investigators. The multi-million dollar question is what will be defined as "cooperation."
Controlling The Information Flood: Are You Ready To Wade In These Waters?
September 28, 2004
When talking about the Internet, we are usually confronted with a good news/bad news situation. The good news is that the volume of information readily accessible via the Internet continues to grow exponentially. The bad news is that the overwhelming volume of Internet sources and content makes finding relevant information inefficient and often frustrating. The challenge is to find the proverbial needles in this ever-expanding haystack, which some sources say is expanding by 20 million pages per day.
Keeping The Attorney-Client Privilege In-House
September 28, 2004
Attorney-client privilege should technically apply equally to in-house and outside counsel. However, it has been narrowed in the context of in-house counsel, partly due to the fear that mere participation of in-house counsel will be used to seal off disclosure of information about the basis for business transactions simply by funneling their communications through an attorney. <br>Determining when the attorney-client privilege applies to in-house counsel is a fact-specific analysis complicated by different roles that in-house counsel play.
Eolas Technologies v. Microsoft: A Premium Royalty Base
September 09, 2004
In a hypothetical negotiation, what is the value of a relatively small piece of patented technology when it is integrated as a component of a much larger product? If the patented technology is part of Web browser software that is bundled with an all-encompassing operating system, the answer would appear to be — a lot — at least according to one of the largest patent infringement damage awards in recent years.
Oogles Of Google
September 08, 2004
Stories abound as the popular search engine goes public.
