In an amicus curiae filed last week, the Securities and Exchange Commission argued that those who aid and abet fraud should be liable as a “primary violator” who perpetrated the fraud. Amicus curiae, Latin for “friend of the court,” refers to a legal brief that is submitted to a court to present a particular point […]
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Posted inEthics & Culture
SEC Approves Code Rules For Foreign Cos. On Nasdaq
Last week, the SEC approved Nasdaq amendments that describe the speed with which foreign companies must disclose waivers to their codes of business conduct. The order relates to NASD Rule 4350(n), which requires listed companies maintain a code of conduct that complies with Section 406 of Sarbanes-Oxley. The code is applicable to all directors, officers […]
Posted inTechnology
Where Are The Comment Letters? Don’t Hold Your Breath
Back in June, the SEC announced that it would make comment letters available to the public. Most of the letters, written by the Commission’s Corporation Finance and Investment Management divisions, provide public companies with comments on their disclosures, specifically noting where the filing could be improved or enhanced. The SEC’s plan was to release comment […]
Posted inBoards & Shareholders
How To Be An Effective Director As Standards Change
Being an effective director is a learned, not innate, skill. Nor is it a static proposition. Standards for directors change over time, especially as we consider more about what directors should do, and as we learn what happens when there are important things they don’t do. To ensure and improve their effectiveness, directors must continually […]
Posted inInternal Controls
Electronic Records Retention: Getting It Right
The computer’s common use as an essential business tool, and the tremendous and exponentially increasing storage capacity of computer generated or recorded information has transformed the landscape of information retention and destruction. Now record retention regulations are becoming increasingly important to follow, and follow correctly and consistently. Certain regulations in particular illustrate this need, including […]
Posted inTechnology
Electronic Records Retention: Regulatory Overview
Below is a partial list of some of the key laws, regulations and standards that impact companies’ records-retention policies. Employment-Related Records Failure to maintain required employment records can turn baseless employee lawsuits against the company into litigation nightmares: Agencies and courts may choose to find, or instruct juries, that missing records should or may be […]
Posted inTechnology
Outline For Designing Records Retention Policies
Below is an outline that companies may want to consider when designing or reviewing records retention programs. Purpose of Program The primary goal of a records retention program is to effectively manage the information generated and received by the corporation and, thereby, reduce the expense and risk of liability associated with the maintenance of this […]
Posted inFrom the Archive
Ahold Is Further Proof Cooperation With SEC Pays
If there’s any doubt that cooperation pays when it comes to SEC investigations, just look at the case of Royal Ahold. Last week, the Dutch grocery giant settled charges that it overstated sales by a whopping $30 billion between 2000 and 2002, but the company will not pay any fines in part because of it’s […]
Posted inFrom the Archive
Clarification Needed For New Deferred Compensation Rules
President Bush is about to sign into law new rules that will shake up the way deferred compensation plans are structured, and may prevent executives from taking out their money whenever they choose. However, lawyers and compensation experts say the new law—The American Jobs Creation Act of 2004—still raises many questions that need to be […]
Posted inBoards & Shareholders
Directors Compensation And Board Practices In 2004
Latest report from The Conference Board provides benchmarking information on compensation levels, use of stock options, board diversity, and other issues.
