A quick review of those issues that confront both public & private companies, C & S Corps, LLC's, Trusts & Partnerships in today's transparency driven business environment.

1. Unexpected Crisis Events
In
Today’s Business Environment
By
Michael Fanghella
Managing Director
www.santafeadvisoryservices.com

2. Unexpected Crisis Events
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a catastrophic facilities explosion, a publicly announced
criminal indictment, the discovery of financial statement
errors, reports of product defects, a corporate governance or
compliance failure, just to name a few — can quickly
destabilize a company. Instantaneous and sustained
response is crucial, especially when media scrutiny is
immediate and intense.
What does not get done, or done well, at the beginning can
have real long-term adverse consequences. In this arena,
there is no time for on-the-job training, for guess work, for
missed priorities. With our clients, we develop and execute
targeted strategies for responding to governmental agencies,
shareholders, the investment community and the media.

3. Unexpected Crisis Events
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While every corporate crisis is unique, they share a great deal of common
facts. Corporate governance, officer and director responsibility issues
become sharply focused in almost every case. And inquiries and claims
from Congress, federal and state governmental agencies, and private
parties frequently follow very quickly after the crisis event. It is important to
crisis management response efforts, even though the triggering
circumstance did not arise in those areas. Not knowing what you should
have know become pronounced.
In particular, our extensive experience in the areas of corporate
governance, advice on the proper white collar defense ( as all are not the
same), SEC and other government agency enforcement defense,
legislative proceedings and investigations, securities litigation defense, and
insurance coverage (including director/officer issues and business claims)
are often called upon in dealing with — and in many cases are central to
managing — your corporate crisis.

4. Unexpected Crisis Events
Commonly accepted principles of
Corporate governance include:
 Rights and equitable treatment of
shareholders
 Interests of other stakeholders
 Role and responsibilities of the board
 Integrity and ethical behavior
 Disclosure and transparency

5. Unexpected Crisis Events
Rights and equitable treatment of shareholders:
 Organizations should respect the rights of
shareholders and help shareholders to exercise
those rights. They can help shareholders exercise
their rights by effectively communicating
information that is understandable and accessible
and encouraging shareholders to participate in
general meetings.

6. Unexpected Crisis Events
Interests of other stakeholders:
 Organizations should recognize that they
have legal and other obligations to all
legitimate stakeholders.

7. Unexpected Crisis Events
Role and responsibilities of the board:
 Your board needs have a range of skills and an
understanding to be able to deal with various
business issues in transition and have the ability
to review and challenge management’s
performance.
 It needs to be of sufficient size and have an
appropriate level of commitment to fulfill its
responsibilities and duties.

8. Unexpected Crisis Events
Integrity and ethical behavior:
 Ethical and responsible decision making is not only
important for public relations, but it is also a necessary
element in risk management and avoiding lawsuits.
 Organizations should develop a code of conduct for their
directors and executives that promotes ethical and
responsible decision making. It is important to understand,
though, that reliance by a company on the integrity and ethics
of individuals is bound to eventual failure. Because of this,
many organizations establish
Compliance and Ethics Programs specifically to minimize the
risk that those in charge of daily operations and or activities
possibly step outside of such ethical and legal boundaries.

9. Unexpected Crisis Events
Disclosure and transparency:
 Organizations should clarify and make publicly known the
roles and responsibilities of board and management to
provide shareholders with a level of accountability.
 They should also implement procedures to independently
verify and safeguard the integrity of the company's financial
reporting.
 Disclosure of such material matters concerning the
organization should be timely to ensure that all investors
have access to clear, factual information.

10. Unexpected Crisis Events
Disclosure and transparency:
 Organizations should clarify and make publicly known the
roles and responsibilities of board and management to
provide shareholders with a level of accountability.
 They should also implement procedures to independently
verify and safeguard the integrity of the company's financial
reporting.
 Disclosure of such material matters concerning the
organization should be timely to ensure that all investors
have access to clear, factual information.