Congress, the SEC and the national stock exchanges are implementing major changes in areas of corporate governance, accountability and disclosure. The Corporate Governance/Corporate Defense Practice Group at Proskauer Rose LLP focuses on the manner in which corporations, CEOs, CFOs and Boards of Directors fulfill their responsibilities to investors. For more information about this practice area, contact:
These unprecedented developments require each corporation to examine its corporate governance structure and make the necessary changes to comply. Further, corporations should be proactively examining what potential liability they might have -- and taking appropriate steps -- before government regulators or prosecutors arrive, or private litigants bring suit. And, of course, once problems are identified, appropriate internal investigations and defensive strategies must be employed.
The latest Client Alerts discussing these issues are available below.
Proskauer has formed a multidisciplinary team of attorneys from our Corporate and Litigation practices to serve your needs. Our corporate partners, such as Arnold Levine, Arnold Jacobs, a nationally recognized expert in corporate governance, and Richard Rowe, former SEC Director of the Division of Corporate Finance and a member of the NYSE Legal Advisory Committee, are ready and available to assist you in the corporate governance area.
Proskauer litigators can help you identify, solve and, if necessary, defend problem situations. Comprised of former leading prosecutors with strong ties to prosecuting government agencies, our national litigation practice is uniquely situated in this regard. In Washington, D.C., Thomas Sjoblom, former Assistant Chief Litigation Counsel in the SEC's Enforcement Division, who has defended high profile CEO's in complex parallel SEC and criminal cases, as well as Mark Biros, a former Assistant US Attorney for the District of Columbia, Deputy Chief of the Felony Trial Division and member of the Special Prosecutions Unit which focused on complex national and international business crimes, bring to bear considerable sophisticated expertise. In New York, Bob Cleary, former US Attorney for the District of New Jersey and Chief of the Major Crimes unit for the New York US Attorney's office, is just one of our many outstanding litigators.
Please also see our related Client Alerts:
SEC Proposes Rules to Require Shareholder Access to a Company's Proxy Statement to Nominate Candidates for Election as Directors (October 2003)
SEC Modifies Content Of Certifications Required Under Sarbanes-Oxley Act (August 2003)
SEC Chairman Supports Staff Recommendations Which Would Permit Shareholder Nominations of Directors (July 2003)
The SEC Has Adopted Rules Requiring an Annual Report by Management Regarding Internal Control Over Financial Reporting (June 2003)
SEC Adopts Rules Prohibiting Improper Influence by Corporate Executives and Third Parties on Conducts of Audits (May 2003)
SEC Directs Exchange to Adopt Corporate Governance Listing Standards (April 2003)
The Public Company Accounting Oversight Board has Proposed Rules for the Assessment of Public Companies for the Annual "Accounting Support Fees" Required by the Sarbanes-Oxley Act (April 2003)
SEC's New Enforcement Authority Freezes HealthSouth Payments to Senior Management (March 2003)
On January 22, 2003, the SEC Adopted Rules With Respect to Auditor Independence and Related Subjects Which Have Important Ramifications for Public Companies and the Members of Their Audit Commitee (February 2003)
The SEC Adopts Rules Requiring Annual and Quarterly Disclosure of Off-Balance Sheet Arrangements and Contractual Obligations (February 2003)
SEC Adopts Rules to Require Attorneys to Report Violations "Up the Ladder" and Proposes to Require "Noisy Withdrawals by Attorneys or Disclosure by Public Companies, if Responses Are Not Satisfactory (February 2003)
SEC Has Adopted Rules Requiring Codes of Ethics for Chief Executive Officers and Senior Financial Officers; and Disclosure About Audit Committee Financial Experts (January 2003)
The SEC Has Adopted Rules Governing "Pro Forma" ("non-GAAP") Financial Measures (January 2003)
SEC Adopts Rules Restricting Insider Trading During Pension Fund Blackout Periods (January 2003)
New Accelerated Insider Securities Reporting Requirements Effective August 29, 2002 (September 2002)
SEC Adopts New CEO/CFO Certification and Internal Procedures Requirements (September 2002)
President Signs Reform Bill, Which Will Have Substantial Impact on Public Companies and Their Professional Advisers (July 2002)
CEO/CFO Certifications Under Section 906 of the Sarbanes-Oxley Act of 2002 (July 2002)
SEC Orders Corporate Officers of Large Public Companies to Certify Company Filings Under Oath (July 2002)
The SEC Proposes Requirements to Disclose Eleven New Events within Two Business Days (July 2002)
The SEC Has Proposed to Require CEOs and CFOs to Certify the Annual and Quarterly Reports That Their Companies Files with the SEC (July 2002)
Recent Rule Amendments Adopted by the NYSE and NASD (June 2002)
Corporate Responsibility/Liability May Expand Dramatically (April 2002)
Proskauer's Corporate Governance/Corporate Defense Group In the News:
"White-Collar Defense Pro Sets Tone for New Lawyers," Los Angeles Daily Journal, September 25, 2002
Other important resources include the following external links:
DOJ Release: Attorney General Ashcroft Directs Federal Prosecutors to Implement the Corporate Fraud and Accountability Act of 2002 (www.usdoj.gov/opa/pr/2002/July/02_ag_443.htm)
SEC Release No. 34-46079: Proposed Rule: Certification of Disclosure in Companies' Quarterly and Annual Reports (www.sec.gov/rules/proposed/34-46079.htm)
SEC File No. 4-460: Order Requiring the Filing of Sworn Statements Pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934 (www.sec.gov/rules/other/4-460.htm)
SEC File No. 34-46300: Proposed Rule: Certification of Disclosure in Companies' Quarterly and Annual Reports (www.sec.gov/rules/proposed/34-46300.htm)
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