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Project: Corporate Counsel (Compliance Readiness) Part II Corporate Governance Does Not End With Sarbanes-Oxley
Since the adoption of the Sarbanes-Oxley Act in 2002, public companies have devoted significant attention, time and resources to complying with its mandates, new SEC regulations and new rules adopted by the NYSE, AMEX and NASDAQ. However, in the wake of Enron, Worldcom, Adelphia and even Disney,...
Read MoreProject: Corporate Counsel - Law Firms D&O Insurance: Now You See It, Now You Don't
Introduction A Director's and Officer's ("D&O") insurance policy does not provide full protection to directors and officers. Every D&O insurance policy contains numerous coverage exclusions, some obvious and some hidden. Moreover, insurance companies are expert at construing their policies...
Read MoreThe Year Of The Compensation Committee?
Since the adoption of the Sarbanes-Oxley Act in 2002 ("Sarbanes"), much of the focus on changes in corporate governance has been on the Audit Committee of the Board of Directors. However, now that the first wave of internal control reports have been filed under Section 404 of Sarbanes, perhaps it...
Read MoreProject: Corporate Counsel - Law Firms Directors And Officers Beware: Will Your Company's D&O Insurance Policy Be There When You Need It Most?
Imagine the following nightmare scenario: You are an officer or director of a publicly-traded company.The company's finance department discovers serious errors in the financial statements reported in the company's last 10-K or proxy statement.The company does the right thing, corrects the errors...
Read MoreLessons To Be Learned From The First Go Around At Compliance With Internal Controls Reporting
Management of companies, which are not "accelerated filers"1 can breathe a sigh of relief that they are not required to comply with the Securities and Exchange Commission's internal controls reporting rules until their first fiscal year ending on or after July 15, 2006. Management would be wise to...
Read MoreIssues & Overview Cooper Industries Inc. v. Aviall Services Inc.: Whither (Or Is It Wither) Superfund?
On December 13, 2004, the United States Supreme Court rendered a decision that threw the world of site remediation under the Comprehensive Environmental Response Compensation and Liability Act (CERCLA), commonly known as Superfund, into a tailspin. In Cooper Industries Inc. v. Aviall Services Inc...
Read MoreCan You Transfer The Insurance Asset In a Corporate Transaction?
Synopsis In Henkel Corp. v. Hartford Accident and Indemnity Co., 29 Cal. 4th 934 (Sup. Ct. 2003) ("Henkel"), the California Supreme Court upset settled expectations by holding that the right to insurance proceeds did not pass to the successor corporation in an asset transaction. Most courts...
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