Your outside counsel has just called you in a panic. He has the company's outside auditor on hold on his other line. The auditor is demanding the law firm's evaluation of a very large and difficult lawsuit now pending against the company. The auditor won't accept the formulation from the ABA-AICPA treaty that allows counsel to decline to provide an evaluation unless the lawyer concludes that liability is either "probable" or "remote." The auditor claims that the lawyers can no longer "hide behind" the "treaty" and must provide a complete analysis because of Sarbanes-Oxley. You know that the law firm has a very negative evaluation of the case, which will result in a big reserve and a large hit to earnings if disclosed to the auditor. But you believe that it is too early to get a good estimate. So you tell the law firm auditor to "stick to the treaty." Your outside lawyer asks, "Have you read the Commission's new Rule 13b2-2 regulation"? No? Well, you had better do so.
ACCA?s Corporate & Securities Law Committee's to the SEC on"Disclosure Regarding Nominating Committee Functions and Communications between Security Holders and Boards of Directors (September 15, 2003).?
Focuses on the ACCA/NACD joint survey on governance issues and what it means to you in terms of corporate responsibility.
This is a copy of the CFR section stating the rule.
Updated ABA model rules 1.6 and 1.13 (8/11/03)
ACCA's comments to the ABA's Task Force on Corporate Responsibility supporting the Task Force?s Final Report and Recommendations to the ABA House of Delegates, Report Nos. 119A, 119B, and 119C.
In spite of the close economic relationship between the United States and Canada, there are a number of cases every year in which US companies have broken Canadian law, largely due to misunderstandings about those significant differences between the US and Canadian legal systems. This article discusses the need to strategically plan in advance as a means of avoiding such misconceptions and mistakes.
Does the latest information that confirms anti-corporate bias automatically translate into big payouts for plaintiffs in this post-Enron era? Not necessarily. Read this article to learn how Enron and related scandals might affect your client in the courtroom and what to do about it.
Section 307 of the Sarbanes-Oxley Act establishes new standards of professional conduct for attorneys who appear and practice before the SEC in the representation of a public company. Read this article to learn how you can meet your new obligations.
In the midst of all of the corporate scandals that have erupted since the Enron bankruptcy filing last year and in light of the new requirements established by the Sarbanes-Oxley Act, what do in-house counsel of public companies need to do both to protect their clients (the corporation, its officers, employees, and shareholders) and themselves? Read this article to get a better grasp of the scope of the problem and use the five-point compliance plan to help plan a solution.