This article, the first in a series that will examine and profile-through the eyes of in-house counsel-companies' "best practices," highlighting ideas that you can borrow while implementing your own compliance plan concerning corporate governance.
This article outlines GE's view on corporate social responsibility and its approach to creating and adopting new corporate governance standards in response to the Sarbanes-Oxley Act and the proposed New York Stock Exchange listing requirements. It explains how GE intends for these new standards to be a positive model for the corporate community to review and debate.
Testimony of ACCA board Vice Chair John McGuckin, Jr. executive vice president and general counsel of Union Bank of California before the final hearing of the ABA Task Force on Corporate Responsibility on November 11, 2002. McGuckin notes that the Task Force's proposed changes to Model Rules would not adequately address either 1) perception of the public or 2) the need for lawyers to play a more aggressive role in preventing and reporting illegal activities.
Written Submission of the American Corporate Counsel Association to the ABA Task Force on Corporate Responsibility
(The"Cheek Commission?), November 11, 2002.
ACCA's Statement on In-house Counsel's Appropriate Role in Ensuring Corporate Responsibility. This statement is intended to underscore ACCA members' core values as representatives of organizational clients post-Enron.
Read this article to learn how to make your company's code of conduct effective.
Read this article for an overview of the Act and related rulemaking, and to learn how to cope with the changes wrought by the Sarbanes-Oxley Act of 2002.
The following article is a primer for non-lawyers in your company on how to use material adverse change ("MAC") clauses to your company's advantage. Because business people in your company may be more cautious about doing deals since Enron and WorldCom and other recent news-making events, the article explains the importance of the material adverse change ("MAC") clause in a deal document (1) to give your company (if a buyer) a vehicle to get out of a deal after having signed the agreement if the deal becomes unfavorable because of a change in the target company or (2) to give your company (if the seller or target) a way to lock in the buyer. This article will also help business people understand the importance of due diligence. The article is certainly not a substitute for personal advice from in-house counsel geared to the particular deal, but should help lay the groundwork for discussions.
Discusses the typical coverage of D&O policies and the most common insurer defenses in situations involving allegations of financial misrepresentation.
More than ever, shareholders are leveraging the internet to promote their views and influence the actions of companies. Shareholders
have established dissident websites and used internet message boards to meet and coordinate. This article explains the online tools available to dissident shareholders that you as in-house counsel must understand and teaches you what to do about them.