The Securities and Exchange Commission has been entrusted with a significant corporate compliance regulatory function, which has been expanded by seminal legislation in the recent past such as the Sarbanes-Oxley (“SOX”) and Dodd-Frank Acts. This webinar discusses board fiduciary duties and the tension between state corporate law standards and federal law. Board composition, independence, structure and processes (including best practices in regard to committees) are analyzed. Specifically, director independence is discussed as is audit committees and related requirements, regulations and exemptions. NASDAQ and the NYSE also have similar requirements for director independence and those are also discussed. The webinar also covers disclosure matters related to SOX compliance, including timing and content of an issuer's periodic disclosures. Both the legal requirements and best practices related to disclosure procedures and internal controls under SOX are examined. Means of controlling the costs of SOX, especially for smaller public companies, are also discussed, including trends in the industry related to high regulatory compliance costs. Finally, the applicability and best practices for privately held companies and SOX are considered.
To listen to this webinar on-demand, go to: https://www.financialpoise.com/financial-poise-webinars/securities-law-compliance-2020/
The Securities and Exchange Commission has been entrusted with a significant corporate compliance regulatory function, which has been expanded by seminal legislation in the recent past such as the Sarbanes-Oxley (“SOX”) and Dodd-Frank Acts. This webinar discusses board fiduciary duties and the tension between state corporate law standards and federal law. Board composition, independence, structure and processes (including best practices in regard to committees) are analyzed. Specifically, director independence is discussed as is audit committees and related requirements, regulations and exemptions. NASDAQ and the NYSE also have similar requirements for director independence and those are also discussed. The webinar also covers disclosure matters related to SOX compliance, including timing and content of an issuer's periodic disclosures. Both the legal requirements and best practices related to disclosure procedures and internal controls under SOX are examined. Means of controlling the costs of SOX, especially for smaller public companies, are also discussed, including trends in the industry related to high regulatory compliance costs. Finally, the applicability and best practices for privately held companies and SOX are considered.
Part of the webinar series: CORPORATE & REGULATORY COMPLIANCE BOOT CAMP 2021 - PART 2
See more at https://www.financialpoise.com/webinars/
Sarbanes-Oxley Primer on Document Retention PoliciesKymStuart
The document summarizes the key provisions and requirements of the Sarbanes-Oxley Act of 2002. It was passed in response to major corporate and accounting scandals to protect investors. It establishes new/enhanced standards for public company boards, management, and public accounting firms. It requires CEO/CFO certification of financial reports, establishes an oversight board for auditors, and includes criminal penalties for document destruction or alteration during federal investigations.
The document discusses the Sarbanes-Oxley Act (SOX) and its effects. SOX was passed in 2002 in response to accounting scandals at Enron and other companies. It established new regulations and oversight for public company accounting and governance. SOX aimed to restore investor confidence by increasing transparency and executive accountability. However, it also increased costs and regulatory burdens for companies and reduced initial public offerings in the US.
The Sarbanes-Oxley Act (SOX) was passed in 2002 in response to major corporate accounting scandals to improve financial disclosure and transparency for public companies. Major sections of SOX include requirements for CEOs and CFOs to certify financial reports, for companies to establish internal controls on financial reporting, and to promptly disclose material changes. While SOX increased compliance costs for companies, it also aimed to restore investor confidence by improving accuracy of financial reporting and imposing penalties for violations. However, some critics argue that SOX places unnecessary regulatory burdens on companies.
The Sarbanes-Oxley Act of 2002 was enacted in response to major corporate accounting scandals to increase corporate accountability and protect investors. It established new regulatory standards for public company boards, management, and accounting firms regarding issues like auditor independence, corporate governance, and financial disclosure. The Act created the Public Company Accounting Oversight Board to oversee auditing of public companies and established new criminal penalties for fraudulent behavior and retaliation against whistleblowers. Supporters believe it has helped restore confidence in financial markets, while critics argue it has increased regulatory burdens on companies.
This compact presentation elucidates the key elements of the Public Company Accounting Reform & Investor Protection Act, and contemporary inquires related to it, such as steps the corporations should take to comply with the Act and whether or not, the Act has solved all the problems it was intended to address? DOI: 10.13140/RG.2.1.1049.9923
The Sarbanes-Oxley Act of 2002 was enacted in response to several major corporate accounting scandals to increase corporate accountability and protect investors. It created the Public Company Accounting Oversight Board to oversee accounting firms and audit quality. It also mandated executive responsibility for financial reports, independent audits of public companies, real-time disclosure of insider stock trades, limits on non-audit services by auditing firms, and criminal penalties for erasing records or destroying evidence of fraudulent financial reports. The Act aimed to restore investor confidence in the integrity of financial markets through heightened transparency and accountability.
Sarbanes-Oxley Act Analysis ACC 628 Week IPMichael Jones
The Sarbanes-Oxley Act of 2002 (SOX) was introduced in response to major corporate and accounting scandals to protect investors by improving the accuracy and reliability of corporate disclosures. SOX established new or enhanced standards for all U.S. public company boards, management, and public accounting firms. Key provisions required CEOs to certify the accuracy of financial reports, established an oversight board for the accounting profession, provided whistleblower protection, and increased penalties for erasing records and white-collar crimes.
The Securities and Exchange Commission has been entrusted with a significant corporate compliance regulatory function, which has been expanded by seminal legislation in the recent past such as the Sarbanes-Oxley (“SOX”) and Dodd-Frank Acts. This webinar discusses board fiduciary duties and the tension between state corporate law standards and federal law. Board composition, independence, structure and processes (including best practices in regard to committees) are analyzed. Specifically, director independence is discussed as is audit committees and related requirements, regulations and exemptions. NASDAQ and the NYSE also have similar requirements for director independence and those are also discussed. The webinar also covers disclosure matters related to SOX compliance, including timing and content of an issuer's periodic disclosures. Both the legal requirements and best practices related to disclosure procedures and internal controls under SOX are examined. Means of controlling the costs of SOX, especially for smaller public companies, are also discussed, including trends in the industry related to high regulatory compliance costs. Finally, the applicability and best practices for privately held companies and SOX are considered.
Part of the webinar series: CORPORATE & REGULATORY COMPLIANCE BOOT CAMP 2021 - PART 2
See more at https://www.financialpoise.com/webinars/
Sarbanes-Oxley Primer on Document Retention PoliciesKymStuart
The document summarizes the key provisions and requirements of the Sarbanes-Oxley Act of 2002. It was passed in response to major corporate and accounting scandals to protect investors. It establishes new/enhanced standards for public company boards, management, and public accounting firms. It requires CEO/CFO certification of financial reports, establishes an oversight board for auditors, and includes criminal penalties for document destruction or alteration during federal investigations.
The document discusses the Sarbanes-Oxley Act (SOX) and its effects. SOX was passed in 2002 in response to accounting scandals at Enron and other companies. It established new regulations and oversight for public company accounting and governance. SOX aimed to restore investor confidence by increasing transparency and executive accountability. However, it also increased costs and regulatory burdens for companies and reduced initial public offerings in the US.
The Sarbanes-Oxley Act (SOX) was passed in 2002 in response to major corporate accounting scandals to improve financial disclosure and transparency for public companies. Major sections of SOX include requirements for CEOs and CFOs to certify financial reports, for companies to establish internal controls on financial reporting, and to promptly disclose material changes. While SOX increased compliance costs for companies, it also aimed to restore investor confidence by improving accuracy of financial reporting and imposing penalties for violations. However, some critics argue that SOX places unnecessary regulatory burdens on companies.
The Sarbanes-Oxley Act of 2002 was enacted in response to major corporate accounting scandals to increase corporate accountability and protect investors. It established new regulatory standards for public company boards, management, and accounting firms regarding issues like auditor independence, corporate governance, and financial disclosure. The Act created the Public Company Accounting Oversight Board to oversee auditing of public companies and established new criminal penalties for fraudulent behavior and retaliation against whistleblowers. Supporters believe it has helped restore confidence in financial markets, while critics argue it has increased regulatory burdens on companies.
This compact presentation elucidates the key elements of the Public Company Accounting Reform & Investor Protection Act, and contemporary inquires related to it, such as steps the corporations should take to comply with the Act and whether or not, the Act has solved all the problems it was intended to address? DOI: 10.13140/RG.2.1.1049.9923
The Sarbanes-Oxley Act of 2002 was enacted in response to several major corporate accounting scandals to increase corporate accountability and protect investors. It created the Public Company Accounting Oversight Board to oversee accounting firms and audit quality. It also mandated executive responsibility for financial reports, independent audits of public companies, real-time disclosure of insider stock trades, limits on non-audit services by auditing firms, and criminal penalties for erasing records or destroying evidence of fraudulent financial reports. The Act aimed to restore investor confidence in the integrity of financial markets through heightened transparency and accountability.
Sarbanes-Oxley Act Analysis ACC 628 Week IPMichael Jones
The Sarbanes-Oxley Act of 2002 (SOX) was introduced in response to major corporate and accounting scandals to protect investors by improving the accuracy and reliability of corporate disclosures. SOX established new or enhanced standards for all U.S. public company boards, management, and public accounting firms. Key provisions required CEOs to certify the accuracy of financial reports, established an oversight board for the accounting profession, provided whistleblower protection, and increased penalties for erasing records and white-collar crimes.
The document discusses the Sarbanes-Oxley Act of 2002 (SOX), which aimed to improve corporate governance and financial transparency following several major corporate and accounting scandals. It established the Public Company Accounting Oversight Board to oversee audits of public companies. Key provisions of SOX include strengthening audit committees, requiring CEO/CFO certification of financial reports, mandating internal controls over financial reporting, and enhancing auditor independence. While SOX applies to US public companies, it does not apply to private companies or non-US companies not listed on US exchanges, though similar requirements exist in India through SEBI guidelines.
A Lubbock, Texas-based management consulting firm, Bergstein Enterprises draws on the varied knowledge of its staff to serve companies throughout Texas and eastern New Mexico in areas like operational management, human resources, finance, IT, and safety, among others. Ben Boston, CFO of Bergstein Enterprises, facilitates all fiscal reporting, utilizing experience that includes control testing in accordance with the Sarbanes-Oxley (SOX) Act.
The Sarbanes-Oxley Act of 2002 established new standards for all U.S. public company boards, management, and accounting firms in response to major corporate and accounting scandals. It created the Public Company Accounting Oversight Board to oversee accounting firms and regulate audits of public companies. The Act also covers issues like auditor independence, corporate governance, internal controls, and financial disclosure to increase accountability and protect investors.
This document summarizes the Sarbanes-Oxley Act of 2002, which aimed to reform corporate governance and enhance financial disclosures. It discusses the major elements and titles of the act, including establishing the Public Company Accounting Oversight Board, increasing auditor independence, enhancing corporate responsibility and financial disclosures, and increasing penalties for white collar crimes and fraud. Key sections are also summarized, such as sections related to internal controls, off-balance sheet items, assessing internal controls, financial disclosures, criminal penalties, and CEO/CFO certification of financial reports.
The Sarbanes-Oxley Act was signed into law by President George W. Bush in July 2002 to restore investor confidence in response to major corporate accounting scandals. It requires senior management to verify the accuracy of financial reports and for companies to implement internal controls to secure financial data and verify the accuracy of reporting. Companies must have their auditing firm confirm the effectiveness of these internal controls through an extensive auditing process, increasing accountability around a company's financial reporting.
The document discusses the Sarbanes-Oxley Act (SOX) passed in 2002 in response to several major corporate accounting scandals. SOX aimed to restore confidence by requiring stricter financial disclosures, independent audits of internal controls, corporate fraud accountability, and protections for whistleblowers. Key aspects of SOX include CEO/CFO certification of financial reports, management assessment of internal controls, auditor oversight, and analysis of potential conflicts of interest for securities analysts.
The Sarbanes-Oxley Act of 2002 was enacted in response to major corporate and accounting scandals to protect investors. Section 404 of the Act requires companies to assess the effectiveness of their internal controls over financial reporting and disclose any material weaknesses found. It is one of the most costly aspects of the Act for companies to implement. Section 404 requires management to produce an annual internal control report evaluating the company's controls and the auditor to attest to management's assessment.
Sarbanes-Oxley was passed in the wake of a number of notable corporate accounting scandals including Enron and WorldCom.
And now in this training presentation, you will understand why and how this is important for us.
The document discusses the Sarbanes-Oxley Act of 2002 (SOX), which was passed in response to corporate accounting scandals in the United States. It summarizes some key provisions of SOX, including requiring full financial disclosure from public companies and being applicable to companies listed on U.S. stock exchanges. While India already had its own corporate laws, the document argues some aspects of SOX like increased penalties for white collar crimes could strengthen Indian laws as well. It also notes Clause 49 of Securities and Exchange Board of India attempted to improve corporate governance in a manner similar to SOX.
This document outlines corporate governance requirements for banks and bank controlling companies in South Africa. It discusses key principles of corporate governance from international and local standards. The Banks Act and regulations establish specific governance duties for bank directors and executive officers, including fiduciary duties to act in good faith and avoid conflicts of interest. The BA 020 declaration requires extensive personal and professional information from prospective and current directors and officers to assess their fitness and propriety.
The Sarbanes-Oxley Act, Briefly ExplainedJames Kasim
James Kasim has over 20 years of experience in corporate finance working for firms like Ernst & Young and Pacific Office Properties Trust. Through this work, he gained expertise in areas including fundraising, real estate acquisitions, and complying with the Sarbanes-Oxley Act (SOX). SOX introduced reforms to improve governance, financial reporting, and audits at public companies following major scandals to help restore investor confidence and prevent future fraud. It established responsibilities for auditors, boards, and executives regarding financial reports and created the PCAOB to oversee auditors.
The document discusses the Sarbanes-Oxley Act and its implications for telecom companies. It requires executives to certify financial reports, establishes oversight of auditors, and aims to increase accuracy and reliability of corporate disclosures. For telecom companies, complying with SOX can help reduce revenue leakages, align data flows, and accelerate initiatives to plug leakage points.
The document discusses the Sarbanes-Oxley Act and the entities involved in ensuring integrity and transparency in financial reporting for public companies. It outlines the roles of the SEC, PCAOB, independent audit firms, audit committees, internal audit functions, and CEOs and CFOs in establishing standards and oversight of financial audits and internal controls. Key provisions of the Act require auditors and audit committees to follow new standards and rotation policies, and make CEOs and CFOs legally responsible for the accuracy of financial reports.
The Sarbanes-Oxley Act (SOX) established new regulations regarding corporate governance and financial disclosures. It contains eleven titles addressing issues like corporate responsibility, enhanced financial disclosures, and criminal penalties. Key sections require CEOs and CFOs to personally certify financial reports, mandate timely disclosure of material financial events, establish rules around off-balance sheet transactions, and require management to assess internal controls over financial reporting. The act also makes it a crime to alter or destroy audit documents to obstruct an investigation.
The document discusses how the Microsoft Office System can help organizations address challenges in complying with the Sarbanes-Oxley Act. It outlines key capabilities like document management, process automation, communication and collaboration, and monitoring and reporting. It also describes partner opportunities for system integrators and independent software vendors to build compliance solutions on top of the Office System platform.
This document discusses the key aspects and impacts of the Sarbanes-Oxley Act of 2002, which was enacted in response to major corporate and accounting scandals like Enron and Worldcom. It outlines provisions of the act relating to auditor rotation, oversight by the Public Company Accounting Oversight Board, restrictions on non-audit services, executive accountability, and strengthening of internal controls. The impacts of these reforms are debated, as they aim to restore investor trust while increasing compliance costs for companies.
The Sarbanes-Oxley Act (SOX) was passed in 2002 in response to major corporate accounting scandals to increase transparency and accuracy in financial reporting. SOX established new or expanded standards for all U.S. public company boards, management, and public accounting firms. Key provisions addressed auditor independence, corporate governance, internal control assessment, and financial disclosure. SOX also strengthened criminal penalties for violation of securities law and increased criminal sentences for white-collar crimes like fraud.
The document discusses SOX (Sarbanes-Oxley Act) compliance. It provides an overview of what SOX is, the penalties for noncompliance, and what prompted its passing. It then offers examples of controls and frameworks organizations can use to achieve compliance, emphasizing the importance of change management. It concludes by stating that SOX compliance is an ongoing effort that can help companies improve operations, consistency, and decision making.
CORPORATE REGULATORY COMPLIANCE BOOT CAMP 2022 - PART 2: Securities Law Comp...Financial Poise
The Securities and Exchange Commission has been entrusted with a significant corporate compliance regulatory function, which has been expanded by seminal legislation in the recent past such as the Sarbanes-Oxley (“SOX”) and Dodd-Frank Acts. This webinar discusses board fiduciary duties and the tension between state corporate law standards and federal law. Board composition, independence, structure and processes (including best practices in regard to committees) are analyzed. Specifically, director independence is discussed as is audit committees and related requirements, regulations and exemptions. NASDAQ and the NYSE also have similar requirements for director independence and those are also discussed. The webinar also covers disclosure matters related to SOX compliance, including timing and content of an issuer's periodic disclosures. Both the legal requirements and best practices related to disclosure procedures and internal controls under SOX are examined. Means of controlling the costs of SOX, especially for smaller public companies, are also discussed, including trends in the industry related to high regulatory compliance costs. Finally, the applicability and best practices for privately held companies and SOX are considered.
Part of the webinar series: CORPORATE REGULATORY COMPLIANCE BOOT CAMP 2022 - PART 2
See more at https://www.financialpoise.com/webinars/
This document discusses creating a shareholders trust in India to offset management control. It proposes establishing a trust under the Indian Trust Act of 1882, with management acting as trustees and shareholders as beneficiaries. This would make management impartial and accountable to shareholders. Currently, shareholders have little power while management has full control. A trust could guarantee shareholders a return and prevent losses, while making management answerable. It would give investors greater rights and encourage more investment in companies.
The document discusses the Sarbanes-Oxley Act of 2002 (SOX), which aimed to improve corporate governance and financial transparency following several major corporate and accounting scandals. It established the Public Company Accounting Oversight Board to oversee audits of public companies. Key provisions of SOX include strengthening audit committees, requiring CEO/CFO certification of financial reports, mandating internal controls over financial reporting, and enhancing auditor independence. While SOX applies to US public companies, it does not apply to private companies or non-US companies not listed on US exchanges, though similar requirements exist in India through SEBI guidelines.
A Lubbock, Texas-based management consulting firm, Bergstein Enterprises draws on the varied knowledge of its staff to serve companies throughout Texas and eastern New Mexico in areas like operational management, human resources, finance, IT, and safety, among others. Ben Boston, CFO of Bergstein Enterprises, facilitates all fiscal reporting, utilizing experience that includes control testing in accordance with the Sarbanes-Oxley (SOX) Act.
The Sarbanes-Oxley Act of 2002 established new standards for all U.S. public company boards, management, and accounting firms in response to major corporate and accounting scandals. It created the Public Company Accounting Oversight Board to oversee accounting firms and regulate audits of public companies. The Act also covers issues like auditor independence, corporate governance, internal controls, and financial disclosure to increase accountability and protect investors.
This document summarizes the Sarbanes-Oxley Act of 2002, which aimed to reform corporate governance and enhance financial disclosures. It discusses the major elements and titles of the act, including establishing the Public Company Accounting Oversight Board, increasing auditor independence, enhancing corporate responsibility and financial disclosures, and increasing penalties for white collar crimes and fraud. Key sections are also summarized, such as sections related to internal controls, off-balance sheet items, assessing internal controls, financial disclosures, criminal penalties, and CEO/CFO certification of financial reports.
The Sarbanes-Oxley Act was signed into law by President George W. Bush in July 2002 to restore investor confidence in response to major corporate accounting scandals. It requires senior management to verify the accuracy of financial reports and for companies to implement internal controls to secure financial data and verify the accuracy of reporting. Companies must have their auditing firm confirm the effectiveness of these internal controls through an extensive auditing process, increasing accountability around a company's financial reporting.
The document discusses the Sarbanes-Oxley Act (SOX) passed in 2002 in response to several major corporate accounting scandals. SOX aimed to restore confidence by requiring stricter financial disclosures, independent audits of internal controls, corporate fraud accountability, and protections for whistleblowers. Key aspects of SOX include CEO/CFO certification of financial reports, management assessment of internal controls, auditor oversight, and analysis of potential conflicts of interest for securities analysts.
The Sarbanes-Oxley Act of 2002 was enacted in response to major corporate and accounting scandals to protect investors. Section 404 of the Act requires companies to assess the effectiveness of their internal controls over financial reporting and disclose any material weaknesses found. It is one of the most costly aspects of the Act for companies to implement. Section 404 requires management to produce an annual internal control report evaluating the company's controls and the auditor to attest to management's assessment.
Sarbanes-Oxley was passed in the wake of a number of notable corporate accounting scandals including Enron and WorldCom.
And now in this training presentation, you will understand why and how this is important for us.
The document discusses the Sarbanes-Oxley Act of 2002 (SOX), which was passed in response to corporate accounting scandals in the United States. It summarizes some key provisions of SOX, including requiring full financial disclosure from public companies and being applicable to companies listed on U.S. stock exchanges. While India already had its own corporate laws, the document argues some aspects of SOX like increased penalties for white collar crimes could strengthen Indian laws as well. It also notes Clause 49 of Securities and Exchange Board of India attempted to improve corporate governance in a manner similar to SOX.
This document outlines corporate governance requirements for banks and bank controlling companies in South Africa. It discusses key principles of corporate governance from international and local standards. The Banks Act and regulations establish specific governance duties for bank directors and executive officers, including fiduciary duties to act in good faith and avoid conflicts of interest. The BA 020 declaration requires extensive personal and professional information from prospective and current directors and officers to assess their fitness and propriety.
The Sarbanes-Oxley Act, Briefly ExplainedJames Kasim
James Kasim has over 20 years of experience in corporate finance working for firms like Ernst & Young and Pacific Office Properties Trust. Through this work, he gained expertise in areas including fundraising, real estate acquisitions, and complying with the Sarbanes-Oxley Act (SOX). SOX introduced reforms to improve governance, financial reporting, and audits at public companies following major scandals to help restore investor confidence and prevent future fraud. It established responsibilities for auditors, boards, and executives regarding financial reports and created the PCAOB to oversee auditors.
The document discusses the Sarbanes-Oxley Act and its implications for telecom companies. It requires executives to certify financial reports, establishes oversight of auditors, and aims to increase accuracy and reliability of corporate disclosures. For telecom companies, complying with SOX can help reduce revenue leakages, align data flows, and accelerate initiatives to plug leakage points.
The document discusses the Sarbanes-Oxley Act and the entities involved in ensuring integrity and transparency in financial reporting for public companies. It outlines the roles of the SEC, PCAOB, independent audit firms, audit committees, internal audit functions, and CEOs and CFOs in establishing standards and oversight of financial audits and internal controls. Key provisions of the Act require auditors and audit committees to follow new standards and rotation policies, and make CEOs and CFOs legally responsible for the accuracy of financial reports.
The Sarbanes-Oxley Act (SOX) established new regulations regarding corporate governance and financial disclosures. It contains eleven titles addressing issues like corporate responsibility, enhanced financial disclosures, and criminal penalties. Key sections require CEOs and CFOs to personally certify financial reports, mandate timely disclosure of material financial events, establish rules around off-balance sheet transactions, and require management to assess internal controls over financial reporting. The act also makes it a crime to alter or destroy audit documents to obstruct an investigation.
The document discusses how the Microsoft Office System can help organizations address challenges in complying with the Sarbanes-Oxley Act. It outlines key capabilities like document management, process automation, communication and collaboration, and monitoring and reporting. It also describes partner opportunities for system integrators and independent software vendors to build compliance solutions on top of the Office System platform.
This document discusses the key aspects and impacts of the Sarbanes-Oxley Act of 2002, which was enacted in response to major corporate and accounting scandals like Enron and Worldcom. It outlines provisions of the act relating to auditor rotation, oversight by the Public Company Accounting Oversight Board, restrictions on non-audit services, executive accountability, and strengthening of internal controls. The impacts of these reforms are debated, as they aim to restore investor trust while increasing compliance costs for companies.
The Sarbanes-Oxley Act (SOX) was passed in 2002 in response to major corporate accounting scandals to increase transparency and accuracy in financial reporting. SOX established new or expanded standards for all U.S. public company boards, management, and public accounting firms. Key provisions addressed auditor independence, corporate governance, internal control assessment, and financial disclosure. SOX also strengthened criminal penalties for violation of securities law and increased criminal sentences for white-collar crimes like fraud.
The document discusses SOX (Sarbanes-Oxley Act) compliance. It provides an overview of what SOX is, the penalties for noncompliance, and what prompted its passing. It then offers examples of controls and frameworks organizations can use to achieve compliance, emphasizing the importance of change management. It concludes by stating that SOX compliance is an ongoing effort that can help companies improve operations, consistency, and decision making.
CORPORATE REGULATORY COMPLIANCE BOOT CAMP 2022 - PART 2: Securities Law Comp...Financial Poise
The Securities and Exchange Commission has been entrusted with a significant corporate compliance regulatory function, which has been expanded by seminal legislation in the recent past such as the Sarbanes-Oxley (“SOX”) and Dodd-Frank Acts. This webinar discusses board fiduciary duties and the tension between state corporate law standards and federal law. Board composition, independence, structure and processes (including best practices in regard to committees) are analyzed. Specifically, director independence is discussed as is audit committees and related requirements, regulations and exemptions. NASDAQ and the NYSE also have similar requirements for director independence and those are also discussed. The webinar also covers disclosure matters related to SOX compliance, including timing and content of an issuer's periodic disclosures. Both the legal requirements and best practices related to disclosure procedures and internal controls under SOX are examined. Means of controlling the costs of SOX, especially for smaller public companies, are also discussed, including trends in the industry related to high regulatory compliance costs. Finally, the applicability and best practices for privately held companies and SOX are considered.
Part of the webinar series: CORPORATE REGULATORY COMPLIANCE BOOT CAMP 2022 - PART 2
See more at https://www.financialpoise.com/webinars/
This document discusses creating a shareholders trust in India to offset management control. It proposes establishing a trust under the Indian Trust Act of 1882, with management acting as trustees and shareholders as beneficiaries. This would make management impartial and accountable to shareholders. Currently, shareholders have little power while management has full control. A trust could guarantee shareholders a return and prevent losses, while making management answerable. It would give investors greater rights and encourage more investment in companies.
Chapter 4 The Institutionalization of Business Ethics 107.docxchristinemaritza
Chapter 4: The Institutionalization of Business Ethics 107
services use the same letter grades, but use various combinations of upper- and lowercase
letters to differentiate themselves.
As early as 2003, financial analysts and the three global rating firms suspected that there
were some major problems with the way their models were assessing risk. In 2005, Standard
& Poor’s realized that its algorithm for estimating the risks associated with debt packages was
flawed. As a result, it asked for comments on improving its equations. In 2006–2007 many
governmental regulators and others started to realize what the rating agencies had known for
years: Their ratings were not very accurate. One report stated that the high ratings given to
debt were based on inadequate historical data and companies were ratings shopping between
companies so as to obtain the best rating possible. It was found that investment banks were
among some of the worst offenders, paying for ratings and therefore causing conflicts of interest.
The amount of revenue these three companies annually receive is approximately $5 billion.
Further investigations uncovered many disturbing problems. First, Moody’s, S&P’s,
and Fitch had all violated a code of conduct that required analysts to consider only credit
factors, not “‘the potential impact on Moody’s, or an issuer, an investor or other market
participant.”’ Also, these companies had become overwhelmed by an increase in the volume
and sophistication of the securities they were asked to review. Finally, analysts, faced with
less time to perform the due diligence expected of them, began to cut corners.
SEC Chairman Mary Schapiro believes that the SEC must take more drastic measures to
implement oversight for credit-rating firms—a group that was largely blamed for not catching
risky activity in the financial sector sooner. Part of the problem, as Schapiro sees it, is that
credit rating firms are paid by the securities that they rank. This creates a conflict of interest
problem, and can affect the reliability of the ratings.23 No organization is exempt from criticism
over how transparent it is. While large financial firms have received most of the fury over risk
taking and executive pay, even nonprofits are now being scrutinized more carefully.24
THE SARBANES–OXLEY ACT
In 2002, largely in response to widespread corporate accounting scandals, Congress passed
the Sarbanes–Oxley Act to establish a system of federal oversight of corporate accounting
practices. In addition to making fraudulent financial reporting a criminal offense and
strengthening penalties for corporate fraud, the law requires corporations to establish
codes of ethics for financial reporting and to develop greater transparency in financial
reporting to investors and other stakeholders.
Supported by both Republicans and Democrats, the Sarbanes–Oxley Act was enacted to
restore stakeholder confidence after accounting fraud at Enron, WorldCom, ...
The document summarizes the OECD Principles of Corporate Governance, which provide guidance to improve corporate governance frameworks and address issues like:
1) The rights of shareholders and stakeholders and ensuring equitable treatment of shareholders.
2) The responsibilities of boards to provide strategic guidance and oversight while respecting shareholders' ownership rights.
3) The need for transparency and disclosure to establish trust between corporations and investors.
The document discusses the Sarbanes-Oxley Act of 2002, which established new regulations and standards for all US public company boards, management, and public accounting firms following several major corporate and accounting scandals. It details how the Act increased costs for public companies through requirements for internal controls, financial reporting, and auditor oversight. While intending to improve ethics, the costs also incentivized some companies to minimally comply rather than fully implement stronger ethics and controls. Violating the Act carries substantial civil and criminal penalties. Overall, the Sarbanes-Oxley Act established new legal and ethical standards for public companies following a loss of trust in financial markets.
The document discusses several reports and committees related to corporate governance in India. It discusses the key topics, objectives, and recommendations of the Kumar Mangalam Birla Committee report on corporate governance (1999), the Narayan Murthy Committee report on Clause 49 (2002), the Naresh Chandra Committee report on auditing practices (2002), and amendments made to corporate governance regulations in India in 2011. It also outlines the roles and responsibilities of boards of directors, independent directors, audit committees, and remuneration committees in corporate governance.
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Governance in the Spotlight: What the
Sarbanes-Oxley Act Means for You
F
ollowing a wave of high-profile corporate business and
governance scandals, Congress passed the Public
Company Accounting Reform & Investor Protection Act
of 2002 (Public Law 107-240), better known as the Sarbanes-
Oxley Act. This legislation contains the most sweeping and
comprehensive set of public-company
governance, financial and accounting
reforms enacted in more than 30 years.
The Sarbanes-Oxley Act, intended to
protect investors and renew public trust in
corporations and their boards, set the stage
for even broader reforms promulgated by
the stock exchanges and other business
and investor protection groups.
These emerging requirements and
standards are widely perceived as
governance "best practices" for both for-
profit and not-for-profit organizations
alike. Attorneys, consultants and
governance experts agree that it is only a
matter of time before the Sarbanes
legislation and the rules and regulations
designed to implement it. will be broadly
applied to not-for-profit governance and
used as the yardstick against which board
performance and accountability are
measured.
S a r b a n e s a t a G l a n c e
While the Sarbanes-Oxley Act leaves
many questions unanswered and allows
federal agencies broad discretion in
enforcing its requirements with publicly-
held companies, the following provisions
are applicable to nonprofit organizations:
• The role of independent directors and
their representation on audit and other key
board committees
• Executive compensation and loan
arrangements
• New disclosure requirements for
changes affecting the company's financial
status and the adequacy of company
financial statements and controls
• Detailed codes of ethics, business
conduct and comprehensive conflict-of-
interest policies.
Each of these areas is discussed in
more detail below.
Independent directors. Independent
directors arc the linchpin of many of the
public-company reforms. To be
considered "independent." directors must
be tree of relationships with the
company/organization or its management
that might influence their decisions.
Relationships affecting director
independence include employment,
vendor, or consulting arrangements, as
well as indirect links through family,
business or charitable organizations in
which the board member may hold an
officer or director position.
Sarbanes-Oxley and the related rules
of stock-listing organizations (such as the
New York Stock Exchange) sharpen the
focus on the role of independent directors
by specifying governance oversight
activities in which only independent
direetors should be involved. For example.
independent directors must meet together
at regular intervals without eithe.
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Governance in the Spotlight: What the
Sarbanes-Oxley Act Means for You
F
ollowing a wave of high-profile corporate business and
governance scandals, Congress passed the Public
Company Accounting Reform & Investor Protection Act
of 2002 (Public Law 107-240), better known as the Sarbanes-
Oxley Act. This legislation contains the most sweeping and
comprehensive set of public-company
governance, financial and accounting
reforms enacted in more than 30 years.
The Sarbanes-Oxley Act, intended to
protect investors and renew public trust in
corporations and their boards, set the stage
for even broader reforms promulgated by
the stock exchanges and other business
and investor protection groups.
These emerging requirements and
standards are widely perceived as
governance "best practices" for both for-
profit and not-for-profit organizations
alike. Attorneys, consultants and
governance experts agree that it is only a
matter of time before the Sarbanes
legislation and the rules and regulations
designed to implement it. will be broadly
applied to not-for-profit governance and
used as the yardstick against which board
performance and accountability are
measured.
S a r b a n e s a t a G l a n c e
While the Sarbanes-Oxley Act leaves
many questions unanswered and allows
federal agencies broad discretion in
enforcing its requirements with publicly-
held companies, the following provisions
are applicable to nonprofit organizations:
• The role of independent directors and
their representation on audit and other key
board committees
• Executive compensation and loan
arrangements
• New disclosure requirements for
changes affecting the company's financial
status and the adequacy of company
financial statements and controls
• Detailed codes of ethics, business
conduct and comprehensive conflict-of-
interest policies.
Each of these areas is discussed in
more detail below.
Independent directors. Independent
directors arc the linchpin of many of the
public-company reforms. To be
considered "independent." directors must
be tree of relationships with the
company/organization or its management
that might influence their decisions.
Relationships affecting director
independence include employment,
vendor, or consulting arrangements, as
well as indirect links through family,
business or charitable organizations in
which the board member may hold an
officer or director position.
Sarbanes-Oxley and the related rules
of stock-listing organizations (such as the
New York Stock Exchange) sharpen the
focus on the role of independent directors
by specifying governance oversight
activities in which only independent
direetors should be involved. For example.
independent directors must meet together
at regular intervals without eithe ...
The Sarbanes-Oxley Act of 2002 (SOX) established new accounting oversight standards and corporate governance rules for U.S. public companies in response to accounting scandals. SOX created the Public Company Accounting Oversight Board to oversee audits of public companies and established standards for auditor independence. It also implemented whistleblower protections and criminal penalties for fraud and document destruction during investigations. While SOX aimed to restore investor confidence, critics argue it imposes high compliance costs on companies.
How financial reporting for public companies has changed since the E.pdfpristiegee
How financial reporting for public companies has changed since the Enron scandal in 2001.
Solution
Enron Scandal 2001
Enron a global Gas and Energy company incorporated in Omaha Nebraska and once
distinguished as the Nation’s 7th largest company. Listed on Forbs Fortune 500 as being among
the wealthiest companies listed on the stock exchange. Through this accumulation of “wealth”
Enron at one point held a robust market valuation, which was higher other large global
companies like AT&T. Many would call Enron a company that was “too big to fail”; this was
due to the company’s reported revenue milestone accomplishment of 100 billion dollars.
But what made the Enron scandal so compelling was the fact that it brought down accounting
giant Arthur Andersen too. It was a truly amazing situation, a conflation of corporate
wrongdoing which would change the accounting world forever.
Changes In Financial Reporting and Other Changes due to Enron Scandal 2001
SOX includes several gatekeeper provisions:
Requiring a company’s board of directors to have an Audit Committee composed solely of
independent directors.
Making the Audit Committee responsible for the appointment, compensation, and oversight of
the outside auditor and for establishing procedures for the confidential, anonymous submission
by company employees of concerns about accounting or auditing practices.
Creating a new agency, the Public Company Accounting Oversight Board (PCAOB), to
strengthen the outside audit function. The PCAOB sets standards involving auditing, quality
control, ethics, and audit reports and has authority to inspect, investigate, and discipline
registered public accounting firms.
Requiring attorneys who practice before the Securities and Exchange Commission (SEC) to
report material violations of the securities laws to a company’s chief legal officer or chief
executive officer. If those officers do not respond in an appropriate manner, the attorney is then
required to report the violations to the Audit Committee of the board or to another committee
composed solely of independent directors.
Enhance Regulatory Protections
Federal and state securities regulators and self-regulatory organizations play an important and
necessary role in corporate governance. They wield a broad and powerful array of sanctions, and
their enforcement actions serve as a strong deterrent against wrongdoing. The SEC’s
enforcement priorities, reflected in public speeches by its Commissioners and staff, help shape
corporate conduct.
Increase in Regulations after Sarbanes Oxley
The Sarbanes-Oxley Act initiated stringent regulations. The Act was composed of sixty-six
sections, some long and others short. Each section dealt with a different part of the reporting
cycle (Schaeffer, 2006). These sections are contained within eleven titles, primarily dealing with
the issue of internal control. The eleven titles of SOX are as follows: Public Company
Accounting Oversight Board, auditor independence, corporate respo.
The Sarbanes-Oxley Act (SOX) aims to improve accuracy and reliability of corporate disclosures. For telecom companies, SOX compliance can help address revenue leakages through initiatives to analyze sources of loss and strengthen internal controls. Telecom companies can leverage SOX to optimize processes, accelerate revenue assurance programs, and enhance transparency in financial reporting.
What Every Founder/Entrepeneur Must Know (Series: The Start-Up/Small Business...Financial Poise
Congratulations. You are a founder of a company and you have just been given an hour to ask several experts anything you want about the subject. Some questions will certainly focus on IP, since intellectual property is so important to so many businesses. Some questions will touch on outsourcing- perhaps of manufacturing, perhaps of certain other functions. Formation, capital raising, and HR are also fair game. And since the panel includes two attorneys, you can be sure that the conversation will cover both the business and legal aspects of the various topics discussed. The panel will also discuss planning for incremental growth; and, while pandemic continues, the availability of PPP loans and governmental assistance.
To view the accompanying webinar, go to:https://www.financialpoise.com/financial-poise-webinars/what-every-founder-entrepreneur-must-know-2021/
- A corporation is an organization created by shareholders who have ownership. The board of directors oversees management.
- Corporate governance deals with how organizations are directed and controlled. It focuses on internal and external structures to monitor actions of management and directors.
- Good corporate governance objectives include strengthening oversight, ensuring board independence and skills, establishing ethics codes, safeguarding financial reporting, managing risk, and recognizing shareholder needs.
The document discusses several aspects of corporate governance including good practices, key elements, types of financial systems, and governance structures. It provides details on internal control systems and promoting an ethical culture. Some of the main points are:
1. Good corporate governance involves openness and transparency, integrity and accountability, and reducing potential conflicts. The five key elements are the board of directors, senior management, shareholders, external auditors, and internal auditors.
2. There are two main types of financial systems - bank-based and market-based. They differ in factors like how households invest their assets and the degree of government intervention.
3. Governance structures are the legal and regulatory methods used to ensure effective governance
US/ Canada cross-border tax planning could be impacted by the recent finalization of Section 385 regulations by the IRS and Treasury Department. Because most of these new rules apply with an effective date reaching back to April 5, 2016, it is imperative that Canadian companies with U.S. activities assess their potential impact and develop a strategy for managing their exposure to these rules.
The document provides an overview of the Sarbanes-Oxley Act of 2002 (SOX) which was passed in response to major corporate accounting scandals to increase transparency and prevent fraud. SOX established new regulations and oversight for public companies, accounting firms, and management. It created the Public Company Accounting Oversight Board to regulate audits and required companies to comply with standards around financial disclosures, internal controls and corporate governance. SOX also increased penalties for financial misconduct and expanded requirements for corporate responsibility and financial disclosure.
This document contains a test bank of questions and answers related to corporate governance. It covers topics such as the primary goals and mission of public companies, the roles of corporate governance gatekeepers, how corporate governance structures improve investor confidence, the intent of corporate governance reforms, and the benefits of proper implementation of the Sarbanes-Oxley Act. Discussion questions address additional topics such as defining and assessing corporate governance, the influence of corporate culture, and integrating corporate governance into business education curriculum.
Corporate Reporting How Your Business Will Be Affected By Impending Regulat...LDorian
This document discusses upcoming changes to Canadian accounting standards and regulatory compliance requirements that will affect businesses. As of January 1, 2011, Canadian GAAP will no longer exist and all companies will need to adopt either IFRS or Accounting Standards for Private Enterprises. It outlines considerations for determining which standard is best for private companies. It also discusses key areas companies need to address when transitioning to a new standard, such as project planning, revising accounting policies, and financial statement preparation. Additionally, it describes how an organization called PowellDorian can provide services to help companies manage roles like corporate secretary, chief financial officer, and IFRS project management during the transition period.
10 Regulatory Items PE Firms Should Watch in 2014AxialInc
As a new year gets underway, there are a number of legislative and regulatory issues that private equity fund managers should be aware of. Here, in no particular order, are ten legislative/regulatory issues the private equity industry should be following:
Similar to Securities Law Compliance (Series: Corporate & Regulatory Compliance Boot Camp 2020 - Winter/Spring Edition) (20)
IP-301 POST-GRANT REVIEW TRIALS 2022 - Things to Consider Before You FileFinancial Poise
This segment will delve into considerations that come into play when filing or responding to post-grant review proceedings. These considerations include issues of real party in interest, timing, and substantive arguments.
Part of the webinar series: IP-301 POST-GRANT REVIEW TRIALS 2022
See more at https://www.financialpoise.com/webinars/
This segment will discuss the statutory and procedural background of post-grant review proceedings. It will discuss the types of proceedings available and provide a high-level discussion of how the proceedings are conducted.
Part of the webinar series:
IP-301 POST-GRANT REVIEW TRIALS 2022
See more at https://www.financialpoise.com/webinars/
THE NUTS & BOLTS OF BANKRUPTCY LAW 2022: The Nuts & Bolts of a First Day HearingFinancial Poise
Even when a bankruptcy petition is the result of a soft-landing rather than a freefall, filing a chapter 11 petition is a disruptive event. To facilitate the debtor’s entry into chapter 11 with as little disruption as possible, first day motions are filed to ensure that a debtor-in-possession can minimize interruptions and continue operating its business in order to achieve its goals in chapter 11. This webinar provides an overview of the administrative and operational first day motions typically filed by chapter 11 debtors and the process for requesting a first day hearing, providing notice of the hearing, and ensuring that the hearing runs smoothly.
Part of the webinar series: THE NUTS & BOLTS OF BANKRUPTCY LAW 2022
See more at https://www.financialpoise.com/webinars/
RESTRUCTURING, INSOLVENCY & TROUBLED COMPANIES 2022: Bad Debtor Owes Me Money!Financial Poise
Sometimes it begins when a client, tenant, or customer starts to slow-pay, with the result that your accounts receivable start to accrue gradually. Other times the issue presents itself more suddenly. Either way, you find your company owed a great deal of money that looks like it may not be collected because your client/tenant/customer has filed bankruptcy, has commenced an assignment for the benefit of creditors, has been put into receivership, or is otherwise just plain insolvent. What do you do? What should you not do? The topics discussed in this webinar include the pros and cons of putting a counterparty into involuntary bankruptcy; when and how you may be able to pursue third parties (like guarantors, directors, or officers) for the amount owed; risks related to preference attack; pros and cons of sitting on a “creditors’ committee” in a Chapter 11; how to negotiate for “critical vendor” protection in Chapter 11; and practical guidance for continuing to provide goods or services to an insolvent counterparty.
Part of the webinar series: RESTRUCTURING, INSOLVENCY & TROUBLED COMPANIES 2022
See more at https://www.financialpoise.com/webinars/
We’ve all long heard about writing practices to avoid, including run-on sentences, excessive passive voice, and nominalization. This webinar not only discusses how those habits can damage briefs, but also explores a key habit brief-writers should embrace: using strong, precise verbs, which are the engine of a persuasive sentence. Panelists also exchange views about finding the most persuasive voice and tone, as well as the right temperature for rhetoric.
Part of the webinar series: PERSUASIVE BRIEF WRITING 2022
See more at https://www.financialpoise.com/webinars/
CYBER SECURITY and DATA PRIVACY 2022: Data Breach Response - Before and After...Financial Poise
You’ve received the dreaded call that your company has just suffered a data breach – what do you do next? Who do you call for help? What notification obligations do you have?
With proper preparation, you can mitigate the damage caused by this unfortunate event and put your business in a position to recover. Your company may have already implemented its information security program and identified the responsible parties, including applicable outside experts, to be contacted in the event of a breach. However, now you must call up your incident response team to investigate the extent of the breach, evaluate the possible damage to your company, and determine whether you must notify your clients, customers, or the public of the breach. This webinar will help prepare you to take action when the worst happens.
Part of the webinar series:
CYBER SECURITY and DATA PRIVACY 2022
See more at https://www.financialpoise.com/webinars/
CYBER SECURITY and DATA PRIVACY 2022_How to Build and Implement your Company'...Financial Poise
Data is one of your business’s most valuable assets and requires protection like any other asset. How can you protect your data from unauthorized access or inadvertent disclosure?
An information security program is designed to protect the confidentiality, integrity, and availability of your company’s data and information technology assets. Federal, state, or international law may also require your business to have an information security program in place.
This webinar will provide the basics of how to create and implement an information security program, beginning with identifying your incident response team, putting applicable insurance policies into place, and closing any gaps in the security of your data.
Part of the webinar series:
CYBERSECURITY & DATA PRIVACY 2022
See more at https://www.financialpoise.com/webinars/
NEWBIE LITIGATOR SCHOOL - 101 Part 3 2022 - Enforcement: Post-Judgment Procee...Financial Poise
Obtaining a final and enforceable judgment is often just the first phase of the civil litigation process; without effective enforcement and collection, a judgment is merely a piece of paper (or electronic docket entry). This webinar provides an overview of the technical, procedural and strategic considerations necessary to monetize judgments and make litigation worthwhile.
Part of the webinar series: NEWBIE LITIGATOR SCHOOL - 101 Part 3 2022
See more at https://www.financialpoise.com/webinars/
NEWBIE LITIGATOR SCHOOL - 101 Part 3 2022 -Appellate Practice- 101 Financial Poise
When is an appeal permitted and when should you take one? What rules and procedures govern appellate practice and how can you best avoid technical and procedural mistakes. How are appellate briefs different from those filed with the trial court and what are some keys to making them successful? And how can you best prepare for appellate oral argument? This webinar explores these questions and more with a panel of experienced appellate litigators.
Part of the webinar series: NEWBIE LITIGATOR SCHOOL - 101 Part 3 2022
See more at https://www.financialpoise.com/webinars/
MARKETING TIPS FOR THE NEW (OR OLD!) BUSINESS OWNER 2022: Learn How to Do Con...Financial Poise
There's creating content; then there's creating great content; and then there's creating great content that actually gets seen by the ideal audience. Each of those layers has its own unique challenges. In this webinar episode, we share insights from a variety of highly experienced content creators. Each panelist member provides their own unique spin on how to create great content that gets seen by the intended audience. By the completion of this episode, the audience member will have a clear and actionable plan on how to create outstanding content that meets their unique marketing needs.
Part of the webinar series: MARKETING TIPS FOR THE NEW (OR OLD!) BUSINESS OWNER 2022
See more at https://www.financialpoise.com/webinars/
CHAPTER 11 - INDUSTRY FOCUS 2022 - Focus on Oil and Gas Financial Poise
Although issues in oil and gas chapter 11 cases vary from case to case, there are, nonetheless, certain issues that tend to arise in most oil and gas cases. Among them: treatment of oil and gas leases, the payment of royalties, hedging agreements, and valuation. This webinar addresses such issues.
Part of the webinar series: CHAPTER 11 - INDUSTRY FOCUS 2022
See more at https://www.financialpoise.com/webinars/
BUSINESS LAW REVIEW- 2022: Selling a Business Financial Poise
A Startup is the Founders’ baby - they dream it, created it and worked tirelessly to make it successful. Deciding it may be time to sell all or part is the easy part - acknowledging and addressing the financial and emotional issues can be challenging.
Negotiating with potential buyers or investors is time intensive, to say the least. Positioning a business for a value maximizing transaction requires planning. What professionals need to be engaged? How do the parties come to a valuation? What is the profile of the likely investor or buyer? These are just some of the questions this webinar addresses.
Part of the webinar series: BUSINESS LAW REVIEW- 2022
See more at https://www.financialpoise.com/webinars/
BUSINESS LAW REVIEW- 2022: Immigration Law for Business-101Financial Poise
A basic understanding of immigration law is critical to a vast array of businesses operating in today’s economy. Foreign employees and their sponsoring companies will navigate a complex maze in the attempt to achieve the desired goals of the employee maximizing their ability to provide services and value to the company. One of various determining factors as to which pathway to attempt is whether the goal is an immigrant visa (also known as a “green card”) which may ultimately allow lawful permanent residence in the United States or a non-immigrant visa. The need for foreign labor affects various industries and applies to large segments of skilled, unskilled and semi-skilled workers in jobs ranging from farm to seasonal to high-tech. This webinar explains what businesses need to know in the current environment as well as how political and globalization issues will affect immigration laws going forward.
Part of the webinar series:
BUSINESS LAW REVIEW- 2022
See more at https://www.financialpoise.com/webinars/
NEWBIE LITIGATOR SCHOOL - Part I 2022: Working With Experts Financial Poise
This webinar provides an overview of using expert witnesses in commercial litigation. It discusses when expert testimony is commonly used, the rules governing expert disclosures and discovery such as expert reports. It covers challenging opposing experts using Daubert motions and strategies for preparing your own experts for deposition. The webinar is part of a series on litigation fundamentals aimed at new and less experienced litigators.
Executive compensation continues its movement towards performance pay as the standard. Compensation structures and proxy disclosures are more and more complex. Investors and proxy advisors continue to increase influence on compensation issues. This webinar examines executive compensation, including equity-based compensation plans and executive employment and severance agreements. The importance of disclosure, alignment of risk, and metrics is also examined. Practical guidance on pay-for-performance and supplemental pay definitions is provided. The panelists discuss the effect of the Dodd-Frank Act on executive compensation, including SEC regulations. Exchange rules are compared to applicable federal law. Best practices regarding executive compensation committees and regulatory requirements for those committees are examined. Shareholder advisory groups promulgate executive compensation related advisory policies for their institutional shareholder clients annually and these policies are also discussed. Issues regarding board composition and leadership structure issues are discussed in relation to executive compensation.
Part of the webinar series:
CORPORATE REGULATORY COMPLIANCE BOOT CAMP 2022 - PART 2
See more at https://www.financialpoise.com/webinars/
The deal is complete, and the parties have finished the hard work. Or have they? Integration planning turns to execution as people, process, and technology are combined once the deal is legally closed. The buyer will need to consider the purchased business or assets from the standpoint of employees, IT, customers, suppliers, and a multitude of other areas. In addition, numerous post-closing legal issues may arise, including purchase price adjustments, breaches of representations and warranties, enforcement of key negative employment-related covenants and restrictive covenants, collection of pre-closing accounts receivable, and true-ups of final financials. This episode guides listeners through the process, timing, and issues which most commonly arise after the closing of deals.
Part of the webinar series:
M&A BOOT CAMP - 2022
See more at https://www.financialpoise.com/webinars/
Although every deal is different, understanding any purchase/sale agreement will help you understand other purchase sale agreements. Stated another way, most M&A documents include a similar set of sections and use a similar vocabulary. This episode explains specific, common provisions and discusses how buyers and sellers approach these provisions differently, particularly in light of situational differences (e.g. whether the assets being bought and sold are equity of a company or the assets of a company; whether the seller is going to cease to exists or not). Topics covered will include tax issues; corporate governance; closing conditions; representations and warranties; indemnification provisions; earn-outs; restrictive covenants; antitrust; intellectual property; and employment issues.
Part of the webinar series:
M&A BOOT CAMP - 2022
See more at https://www.financialpoise.com/webinars/
Buying, selling, or merging a company typically follows a similar set of steps from deal to deal. The amount of time each step takes varies but the order of the steps is fairly uniform because the steps follow a certain logic: before the parties share meaningful information, they should sign a confidentiality agreement (a/k/a “non-disclosure agreement,” or “NDA”); once a baseline amount of information is known by the would-be buyer, it commonly presents a letter of intent or term sheet to the target or its owner, which serves as an outline for a deal but does not necessarily bind the parties to consummate the transaction; additional due diligence and the negotiation, drafting and signing of definitive documents comes next. The parties then obtain any needed regulatory and/or contractual third party approvals; followed by closing; and finally by post-closing tasks. This webinar will discuss all these steps from a macro perspective so that you can see the forest for the trees, but does not do a deep dive into any single topic. Think of this webinar as a road map or timeline for a typical deal.
Part of the webinar series:
M&A BOOT CAMP - 2022
See more at https://www.financialpoise.com/webinars/
CROWDFUNDING 2022 - Crowdfunding from the Investor's PerspectiveFinancial Poise
This webinar focuses on the opportunities that crowdfunding makes available to the investor, and how the investor should go about navigating this new world. We begin with a basic overview of the new regulatory regime, the requirements to invest, and the on-boarding process one should expect. We then dive deeper into the market opportunity, including how to access and select investments, and expectations investors should set for themselves and the projects they select. This is not intended to support any specific deal selection, but instead sheds a light upon the basic selection criteria available, the method to go about investing and what to avoid.
Part of the webinar series: Crowdfunding 2022
See more at https://www.financialpoise.com/webinars/
CROWDFUNDING 2022 - Securities Crowdfunding for IntermediariesFinancial Poise
This webinar addresses crowdfunding portals and intermediaries. This episode begins with a basic overview of the various methods of crowdfunding, from donation and rewards based, to intra-state equity, debt, and finally securities based crowdfunding under Titles II, III and IV of the JOBS Act. Once those differences are understood, the webinar focuses on the need for intermediaries, the role that they can and sometimes must play, followed by a discussion on how the market has matured and where we see the market going in the online capital space. This webinar also discusses the risks and future of these intermediaries with the advent of the ICO and token distribution events.
Part of the webinar series: Crowdfunding 2022
See more at https://www.financialpoise.com/webinars/
Macroeconomics- Movie Location
This will be used as part of your Personal Professional Portfolio once graded.
Objective:
Prepare a presentation or a paper using research, basic comparative analysis, data organization and application of economic information. You will make an informed assessment of an economic climate outside of the United States to accomplish an entertainment industry objective.
বাংলাদেশের অর্থনৈতিক সমীক্ষা ২০২৪ [Bangladesh Economic Review 2024 Bangla.pdf] কম্পিউটার , ট্যাব ও স্মার্ট ফোন ভার্সন সহ সম্পূর্ণ বাংলা ই-বুক বা pdf বই " সুচিপত্র ...বুকমার্ক মেনু 🔖 ও হাইপার লিংক মেনু 📝👆 যুক্ত ..
আমাদের সবার জন্য খুব খুব গুরুত্বপূর্ণ একটি বই ..বিসিএস, ব্যাংক, ইউনিভার্সিটি ভর্তি ও যে কোন প্রতিযোগিতা মূলক পরীক্ষার জন্য এর খুব ইম্পরট্যান্ট একটি বিষয় ...তাছাড়া বাংলাদেশের সাম্প্রতিক যে কোন ডাটা বা তথ্য এই বইতে পাবেন ...
তাই একজন নাগরিক হিসাবে এই তথ্য গুলো আপনার জানা প্রয়োজন ...।
বিসিএস ও ব্যাংক এর লিখিত পরীক্ষা ...+এছাড়া মাধ্যমিক ও উচ্চমাধ্যমিকের স্টুডেন্টদের জন্য অনেক কাজে আসবে ...
This presentation includes basic of PCOS their pathology and treatment and also Ayurveda correlation of PCOS and Ayurvedic line of treatment mentioned in classics.
Physiology and chemistry of skin and pigmentation, hairs, scalp, lips and nail, Cleansing cream, Lotions, Face powders, Face packs, Lipsticks, Bath products, soaps and baby product,
Preparation and standardization of the following : Tonic, Bleaches, Dentifrices and Mouth washes & Tooth Pastes, Cosmetics for Nails.
Assessment and Planning in Educational technology.pptxKavitha Krishnan
In an education system, it is understood that assessment is only for the students, but on the other hand, the Assessment of teachers is also an important aspect of the education system that ensures teachers are providing high-quality instruction to students. The assessment process can be used to provide feedback and support for professional development, to inform decisions about teacher retention or promotion, or to evaluate teacher effectiveness for accountability purposes.
Exploiting Artificial Intelligence for Empowering Researchers and Faculty, In...Dr. Vinod Kumar Kanvaria
Exploiting Artificial Intelligence for Empowering Researchers and Faculty,
International FDP on Fundamentals of Research in Social Sciences
at Integral University, Lucknow, 06.06.2024
By Dr. Vinod Kumar Kanvaria
हिंदी वर्णमाला पीपीटी, hindi alphabet PPT presentation, hindi varnamala PPT, Hindi Varnamala pdf, हिंदी स्वर, हिंदी व्यंजन, sikhiye hindi varnmala, dr. mulla adam ali, hindi language and literature, hindi alphabet with drawing, hindi alphabet pdf, hindi varnamala for childrens, hindi language, hindi varnamala practice for kids, https://www.drmullaadamali.com
A review of the growth of the Israel Genealogy Research Association Database Collection for the last 12 months. Our collection is now passed the 3 million mark and still growing. See which archives have contributed the most. See the different types of records we have, and which years have had records added. You can also see what we have for the future.
Introduction to AI for Nonprofits with Tapp NetworkTechSoup
Dive into the world of AI! Experts Jon Hill and Tareq Monaur will guide you through AI's role in enhancing nonprofit websites and basic marketing strategies, making it easy to understand and apply.
Main Java[All of the Base Concepts}.docxadhitya5119
This is part 1 of my Java Learning Journey. This Contains Custom methods, classes, constructors, packages, multithreading , try- catch block, finally block and more.
This slide is special for master students (MIBS & MIFB) in UUM. Also useful for readers who are interested in the topic of contemporary Islamic banking.
5. Disclaimer
The material in this webinar is for informational purposes only. It should not be considered
legal, financial or other professional advice. You should consult with an attorney or other
appropriate professional to determine what may be best for your individual needs. While
Financial Poise™ takes reasonable steps to ensure that information it publishes is accurate,
Financial Poise™ makes no guaranty in this regard.
5
6. Meet the Faculty
MODERATOR:
Rafael Zahralddin-Aravena - Elliott Greenleaf
PANELISTS:
Venroy July - Miles & Stockbridge, P.C.
Rakesh Gopalan - McGuireWoods LLP
Nicole Edmonds – Washington Gas
6
7. About This Webinar - Securities Law Compliance
The Securities and Exchange Commission has been entrusted with a significant corporate compliance
regulatory function, which has been expanded by seminal legislation in the recent past such as the
Sarbanes-Oxley (―SOX‖) and Dodd-Frank Acts. This webinar discusses board fiduciary duties and the
tension between state corporate law standards and federal law. Board composition, independence,
structure and processes (including best practices in regard to committees) are analyzed. Specifically,
director independence is discussed as is audit committees and related requirements, regulations and
exemptions. NASDAQ and the NYSE also have similar requirements for director independence and
those are also discussed. The webinar also covers disclosure matters related to SOX compliance,
including timing and content of an issuer's periodic disclosures. Both the legal requirements and best
practices related to disclosure procedures and internal controls under SOX are examined. Means of
controlling the costs of SOX, especially for smaller public companies, are also discussed, including trends
in the industry related to high regulatory compliance costs. Finally, the applicability and best practices for
privately held companies and SOX are considered…
7
8. About This Series - Corporate & Regulatory
Compliance Boot Camp - Winter/Spring Edition
This webinar series covers internal investigations related to corporate and regulatory
compliance, corporate law compliance, securities law compliance (with a focus on the
Sarbanes-Oxley Act) and executive compensation as it relates to corporate and regulatory
compliance. The various episodes examine these topics from a company’s perspective with a
focus on the impact to the company’s day-to-day and long-term operations.
Each Financial Poise Webinar is delivered in Plain English, understandable to investors, business owners, and
executives without much background in these areas, yet is of primary value to attorneys, accountants, and other
seasoned professionals. Each episode brings you into engaging, sometimes humorous, conversations designed to
entertain as it teaches. Each episode in the series is designed to be viewed independently of the other episodes so that
participants will enhance their knowledge of this area whether they attend one, some, or all episodes.
8
9. Episodes in this Series
#1: Internal Investigations- 101
Premiere date: 3/11/20
#2: Securities Law Compliance
Premiere date: 4/8/20
#3: Executive Compensation
Premiere date: 5/6/20
#4: Overview of General Corporate Law Compliance
Premiere date: 6/10/20
9
11. COVID-19 Related Securities Issues
SEC exemptive order for 34 Act filings
Regulation FD continues to be a focus for the SEC
Consider disclosure issues related to earnings releases and guidance
Shifting physical to virtual annual stockholders’ meetings
11
12. I. Board Fiduciary Duties and Interaction Between
State Corporate Law Standards and Federal Law
12
13. Evolution of Board Governance
The board’s role in the governance has evolved
Traditionally advisory/guidance function: strategy, tactics, hiring/firing, etc.
Today a compliance oversight function: ensure compliance with applicable legal,
accounting, and regulatory requirements
Caremark, Stone v Ritter, Citigroup, Goldman Sachs, and beyond
13
14. Impact of Federal Law on State Law Fiduciary Duties
What it means for a board to act in accordance with its fiduciary duties has been
impacted by growth of federal presence in corporate law
Securities Act of 1933, Securities Exchange Act of 1934 – Disclosure
Sarbanes-Oxley - specific corporate governance measures
Dodd Frank – shareholder voting
Sherman Anti-Trust Act – board composition
Privacy, industry-specific, and other regulations
14
15. Governance’s Many Sources
Federal Corporate Governance Laws
Securities Act governs issuance of securities
Exchange Act governs proxies, exchanges
SOX federalized some governance elements
Audit committee requirements
Creation of PCAOB overseeing auditors
Independence requirements
Internal controls and certifications
15
16. Governance’s Many Sources
Federal Corporate Governance Laws (cont’d)
Dodd-Frank added governance elements
―Say on Pay‖
Compensation committee independence
Proxy access
Proxy disclosure requirements dictate substantive activities for boards and committees
Line item compensation disclosure for execs
CD&A discussion of compensation policies
Disclosures on governance structure, risk
16
17. Governance’s Many Sources
Federal Corporate Governance Laws (cont’d)
Case law under SEC Rule 10b-5 affects:
Corporate disclosures
―Tipping‖ and confidentiality obligations
SEC enforcement authority
Administrative procedures
Injunctive relief
Lifetime bars from public company service
17
18. Governance’s Many Sources
Exchange listing requirements
Some federal requirements are implemented via SEC oversight of exchange listing
process
Independence of directors
Audit committee requirements
Compensation committee independence
Exchange rules are contractual between company and exchange
NYSE and NASDAQ have similar rules, but differ in details
18
19. Exchange Listing Standards
NYSE and NASDAQ listing standards
Requirement that listed company boards are majority independent
Definition of ―independence‖
Accounting requirements
19
20. Audit Standards (Modified in 2007)
Public Company Accounting Oversight Board (PCAOB), a nonprofit private corporation
was created by SOX to oversee auditors of SEC-registered companies.
Auditing Standard No. 5 gave more flexibility to auditors, replacing prescriptive language
requiring certain action or testing with more discretion so the auditor can focus on risk
and materiality.
Audits were made scalable under No. 5 to allow the auditor to fit the size and complexity
of the company.
20
21. Audit Standards (Modified in 2007)
Auditors are to focus on the areas of highest risk and the new standard eliminated a
directive by Auditing Standard No. 2 which required examination of management's
evaluation process to the exclusion of other areas. Prior years' testing results could also
be used to reduce testing in the current year.
Auditors are also allowed to use the work of parties other than internal auditors.
Auditing Standard No. 2 was criticized for unnecessarily increasing compliance
costs (especially for smaller public companies and growth stage companies).
21
22. Internal Corporate Policies
Law requires companies to adopt certain policies, but these policies are not themselves
laws
Whistleblower policies
Code of ethics
Legal compliance programs
Trading policies
Violation or waiver of the policies can have consequences
Disclosure of waiver of ethics policy
Caremark liability for legal compliance failure
22
23. Internal Corporate Policies
Committee charters
Required by exchanges for audit, compensation and nominating committees
Set out processes that committee will follow
Breach could be evidence of bad faith or failure to use due care
23
24. “Best Practices”
Beyond legal or exchange standards, investor and business organizations promote
―best practices‖ recommendations
Proxy advisory firms identify areas they review and use to recommend shareholder
votes against management
Topic areas can include:
Governance structure (CEO/Chair split, e.g.)
Communication and engagement with shareholders
Sustainability programs
24
25. Impact on Balance Between Role of Shareholders
and Role of Board
State law places management of the corporation in board’s hands, even where majority
of shareholders express preference for a specific outcome
Shareholder access and activism
Federally-mandated say on pay and 14a-8 proposals on other matters that are not
within shareholder decision rights
Influence and policies of proxy advisory firms
SEC regulation of investment advisors
25
27. SEC Compliance in the Boardroom
Important Distinction: Compliance ≠ Governance
Oversight of a company’s compliance with SEC Regulations is a subset of the board’s
fiduciary ―duty of care‖ equivalent to compliance with other legal and regulatory
obligations of the company, which include various federal, state, and local laws and
regulations
SEC Regulations are especially important because they cover the publicly-traded
dimension of the company
27
28. SEC Compliance in the Boardroom
Public company board members are not expected to be experts in SEC Compliance,
however they should be aware that certain company and board activities give rise to
potential regulatory issues or reporting requirements including but not limited to:
Financial reporting
Certain company events, e.g., matters affecting senior executives, important
company news, M&A, strategic decisions, etc.
Shareholder communications
28
29. SEC Compliance in the Boardroom
Importance of independence, in appearance and reality – executive sessions, only
independent board members vote on certain issues, etc.
Ability of the board to seek outside advice, including special counsel – especially when
there has been a problem or special circumstances exist, e.g., related party transaction
Recordkeeping is key to demonstrating fulfillment of fiduciary duties, including regulatory
compliance: what did the board do, how did it prepare, etc.
29
30. SEC Compliance in the Boardroom
Regular board evaluations are an important tool in improving governance. Self-
evaluations are fine if rigorously pursued, but where there have been problems or for a
large company, utilize an outside evaluator
Provide board education opportunities, including a budget for reimbursement, and
consider NACD Full Board Membership as well as support for pursuing NACD
Fellowship
30
32. Independence
Independence is a proxy for what we really want: Decision makers who evaluate facts
without bias and make judgments without favoritism
Director independence comes primarily from NYSE and NASDAQ listing agreements
Exchanges set definitions with SEC approval and statutory guidance
32
33. Independence
―Independence‖ is tested at different times and for different purposes in corporate
governance:
For board, exchanges require independence of directors from management
For transaction between company and insiders, consider lack of personal stake in
the deal
For audit committee, need independence from management, auditors and major
shareholders
For compensation committee, independence from management, but not
necessarily major shareholders
For special litigation committee, sufficient independence to act in company’s best
interest
33
34. Independence
SEC is not the primary arbiter of director independence, but requires proxy disclosures
on independence:
which directors and nominees are ―independent‖ under company’s exchange
standards;
describe transactions, relationships, and arrangements the board considered in
determining independence; and
whether any audit, nominating, or compensation committee members are not
independent
In addition to ―independence‖ for securities law purposes, directors must consider the
related—but not identical—independence requirements for
executive compensation transactions
special litigation committees
board approval of related party transactions
34
35. Independence
NYSE Independence
Board determines independence based on materiality of a relationship that could
pose a conflict of interest
Board should ―broadly consider all relevant facts and circumstances‖.
―Material relationships can include commercial, industrial, banking, consulting,
legal, accounting, charitable and familial relationships, among others‖.
Ownership of ―even a significant amount of stock, by itself, [is not] a bar to an
independence finding.‖ NYSE looks for ―independence from management‖.
35
36. Independence
NYSE Independence 2
Relationship that disqualifies independence finding can apply to the director, but
also ―immediate family member‖.
Definition ―includes a person’s spouse, parents, children, siblings, mothers
and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law,
and anyone (other than domestic employees) who shares such person’s
home‖.
No family relationship attributed to individuals who have died or become
incapacitated, or ceased to be family members due to legal separation or
divorce.
36
37. Independence
Specific NYSE Independence elements 1
Not employee in last 3 years
No immediate family member acting as executive in last 3 years
Director can act as interim chairman, CEO, or other executive officer without
affecting 3-year lookback
Not independent during the interim executive service
Receive less than $120,000 in non-employment compensation from company in
last 3 years
Excludes director fees, pension, or deferred compensation for prior service
Includes payments to immediate family member acting as executive in
current year
37
38. Independence
Specific NYSE Independence elements 2
Not current partner or employee of a company auditor
No immediate family member who is a current partner of a company auditor
No immediate family member who works for auditor and personally works on the
company’s audit
Not personally worked on company audit in prior 3 years as partner or employee
of auditor
No immediate family member personally worked on company audit in prior 3
years as partner or employee of auditor
38
39. Independence
Specific NYSE Independence elements 3
No compensation interlocks (where a director of Company A, or immediate family
member, acts as executive officer in Company B, and an executive of Company A
sits on Company B’s compensation committee)
No ―significant business relationship‖ in past 3 years
Where payments to Company B for property or services exceeds the greater of $1
million or 2% of Company B’s consolidated gross revenues and director is employee
of (or has immediate family member who is an executive of) Company B.
Charity relationship in those amounts is not automatically disqualifying, but must be
disclosed on the company’s website or proxy statement. Board must also weigh the
relationship in making an independence finding.
39
40. Independence
NYSE Committees 1
Must have audit, compensation and nominating committees of all independent
directors
Compensation Independence
If director is an affiliate, board must determine director is otherwise independent
40
41. Independence
NYSE Committees 2
Audit Independence
Must meet SEC Rule 10A-3 requirements
Not an affiliate of the company
Not accept ―directly or indirectly‖ any consulting, advisory, or other
compensatory fee
Retirement pay or deferred compensation is not counted, unless the
payment is contingent on continued service
Must meet all NYSE independence requirements
If member serves on more than 3 public company audit committees, board
must make a determination the director can serve effectively
41
42. Independence
NASDAQ Independence
Board is responsible to affirmatively determine no relationships exist that would
impair a director’s independence
Relationship that disqualifies independence finding can apply to the director, but
also ―family member‖
Definition includes a person’s ―spouse, parents, children and siblings,
whether by blood, marriage or adoption, or anyone residing in such person’s
home‖
42
43. Independence
Specific NASDAQ independence elements
Substantially the same as NYSE requirements
Some wording variations and interpretative guidance variations
Key differences:
Director can act as interim chairman, CEO, or other executive for not more
than one year
No ―significant business relationship‖ in past 3 years
Where payments to Company B for property or services exceeds the
greater of $200,000 or 5% of Company B’s consolidated gross revenues
and director is employee of (or has immediate family member who is an
executive of) Company B
Excludes amounts derived from investments in Company B securities
43
44. Independence
Charity relationship at $220k/5% trigger automatically disqualifies independence
Charity relationship below the trigger threshold should be evaluated to determine
whether it compromises director’s independence
44
46. SEC Reporting
A public company has two primary ―periodic‖ reports to file with the SEC:
Form 10-K—annual report
Form 10-Q—quarterly report for Q1, Q2, and Q3 of fiscal year
The periodic reports set a baseline of disclosure for investors:
Financial reports
Audits for annual report only
MD&A
Certifications by CEO and CFO that there are no misstatements or material
omissions
Certification includes financial reporting controls and disclosure controls
46
47. SEC Reporting
10-K
Timing for filing depends on size of company
60 days after fiscal year end for ―large accelerated filer‖
Common stock held by non-affiliates valued at $700 million or more, as of end of
second fiscal quarter
75 days after fiscal year end for ―accelerated filer‖
Common stock held by non-affiliates valued at $75 million or more, but less than
$700 million, as of end of second fiscal quarter
90 days after fiscal year end for all other companies
47
48. SEC Reporting
10-K
Elements relating to executive compensation, discussion of directors and certain
governance matters can be incorporated from the proxy statement sent to shareholders,
provided that the definitive proxy statement is filed with the SEC by not later than 120
days after fiscal year end.
10-K will include auditors report
48
49. SEC Reporting
10-Q
Timing depends on size of company
40 days for Accelerated filer and Large Accelerated Filer*
45 days for all other companies.
Includes
Unaudited financial statements
MD&A
Repurchases of common stock
*An accelerated filer has a public float of at least $75 million and a large accelerated filer
has $700 million or more.
49
50. SEC Reporting
Proxy statement
Filed with the SEC
Subject to SEC review unless relates to routine matters
Election of directors
Approval of auditors
Also sent directly to shareholders
Must be accompanied by ―annual report‖ information
May be ―glossy‖ annual report; may also be Form 10-K
Timing of filing depends on state law requirements
50
51. SEC Reporting
Current report on Form 8-K
8-K is used to report on material developments between periodic reports
Must be filed within four business days of triggering event except:
2 days from receipt of auditors notice of restatement letter
71 days for filing of acquired business financial statements
Simultaneous with Reg. FD disclosure (or next day, if inadvertent)
No deadline for voluntary disclosures
Prior to earnings call, for financial press releases
51
52. SEC Reporting
Events that trigger 8-K filing 1
Entry into material agreement; termination of material agreement
Includes all executive compensation agreements
M&A or similar transactions
Bankruptcy
Financial developments, such as earnings announcements, impairment of assets,
triggering event for default, accounting developments
Delisting
52
53. SEC Reporting
Events that trigger an 8-K filing 2
Issuance of securities in unregistered offering
Modification in rights of security holders
Change in control
Departure of executive or director
Waiver or amendment of code of ethics
Changes in articles or bylaws
53
55. Section 404
Section 404
Section 404(a) of SOX requires all public companies to include in their annual reports on
Form 10-K a report from management on the effectiveness of the company's internal
control over financial reporting.
Section 404(b) requires the company's independent auditor to attest to management's
assessment of the effectiveness of those internal controls.
55
56. Internal Control Under SOX
Internal Controls – SOX Section 404
Top-down, risk-based
Complicated, contested, and expensive to implement
56
57. Internal Control Under SOX
Financial reports must include an Internal Control Report:
Management is responsible for an "adequate" internal control structure
An assessment by management of the effectiveness of the control structure
Shortcomings must be reported
Registered external auditors must attest to the accuracy of management’s assertion that
internal accounting controls are in place, operational and effective
57
58. Internal Control Under SOX
Issues:
Identifying risks, developing control objectives
Compliance – process, team, assessments, documentation, cost
Testing, remediation, reporting
IT
58
59. VI. SOX as Best Practices and Private Companies
59
60. SOX as Best Practices and Private Companies
SOX:
More than just a check-the-box regulatory requirement, SOX compliance is an
opportunity to:
Test and possibly strengthen systems and controls, thereby reducing risk
Get a look at another accounting firm in action (in some cases, internal audit
is acceptable alternative)
While SOX generally does not apply to private companies, if an IPO or sale to a
public company is a future possibility, consider adopting voluntary SOX
compliance processes (no filing)
60
61. Private Companies
Lessons for Private Companies:
Even without public shareholders, others may be relying upon the accuracy of
company’s financial statements and other pronouncements:
Lenders
Creditors
Private shareholders
As with voluntary SOX compliance, an understanding of SEC Compliance is
valuable to private company board members if an IPO or future sale to a public
company is a possibility
61
62. Best Practices
Suggested ―Best Practices‖ – also applicable for private companies (list incomplete):
Keep records showing that materials for board meetings were distributed
reasonably in advance, especially when voluminous (use portal)
Board and committee minutes should disclose only action taken, but not unanimity
or lack thereof, unless counsel recommends otherwise
Distribute draft minutes for comments within a week of the meeting, while
memories are fresh
Have annual legal review of whistleblower policies and procedures
Have committee charters reviewed annually
62
63. Best Practices
Suggested ―Best Practices‖ – also applicable for private companies (list incomplete):
Assign risk oversight explicitly to a committee, e.g., audit or a risk committee, and
discuss its recommendations extensively with the board
While rigid term limits have pro’s and con’s, make sure the Nom/Gov Committee
explicitly considers board tenure and the potential need for ―refreshment‖
Establish a ―skills matrix‖ for board member competences, and use it when
recruiting new board members
Boardroom diversity isn’t for show – companies with diverse boards perform
better
Beware of ―imperial‖ board or committee chairs – courteous disagreement is
healthy
63
64. VII. Compliance Cost Concerns Under SOX “Small Public
Companies and Growth Stage Companies”
64
65. Cost Concerns of SOX Compliance on Small Public
Companies and Private Companies in Growth Stage
Smaller public companies have incurred disproportionately higher audit costs in
implementing the act, but impact on access to capital remains unclear,
Smaller public companies incurred disproportionately higher audit costs,
Smaller public companies incurred other costs in complying with SOX,
Smaller companies have different characteristics than larger companies, some of which
contributed to higher implementation costs,
Complexity, scope, and timing of PCAOB guidance also appeared to influence cost of
section 404 implementation,
Costs associated with SOX may have impacted the decision of some smaller public
companies to go private, but other factors also influenced decision to go private, and
Sarbanes-Oxley affected access to capital for smaller public companies
65
66. Concerns Over Cost for Smaller Public Companies
Complying with Section 404(b) is expensive
An accelerated filer is an issuer with a public float of at least $75 million
The Securities and Exchange Commission (SEC) postponed the obligation of ―non-
accelerated filers‖ to comply with the attestation requirements of Section 404(b), the last
extension expiring June 30, 2010.
A ―non-accelerated filer‖ is an Exchange Act reporting company that does not meet the
definition of either an accelerated filer or a large accelerated filer. Large accelerated
filers have a public float of $700 million or more
―Smaller reporting companies‖ are generally those companies with less than $75 million
in worldwide public float
Public float is the part of the company’s outstanding shares in the hands of public
investors
66
67. Section 404(c) and Dodd-Frank
Section 404(c) was added by Dodd-Frank to SOX
404(c) provides that the auditor attestation requirement of Section 404(b) will
apply only to accelerated filers and large accelerated filers
Although non-accelerated filers will continue to provide the report from management in
their annual reports, the permanent exemption from 404(b) should significantly reduce
the ongoing costs of being a public company
67
68. Section 989G(b) of the Dodd-Frank Act
Dodd-Frank also directed the SEC to conduct a study in 2010 to determine how the
burden of compliance with Section 404(b) of SOX could be reduced for companies with
a market capitalization between $75 million and $250 million
Study and Recommendations on Section 404(b) of the Sarbanes-Oxley Act of 2002 For
Issuers with Public Float Between $75 and $250 Million
https://www.sec.gov/news/studies/2011/404bfloat-study.pdf
(SEC Staff Study on 404(b), or Study) released on April 22, 2011 by SEC staff
68
69. 404(b) SEC Staff Recommendations
There is not conclusive evidence linking the requirements of Section 404(b) to listing
decisions of the studied range of issuers
The 2007 reforms of the SEC’s June 2007 interpretive release and the PCAOB’s (Public
Company Accounting Oversight Board) adoption of AS 5 had the intended effect of
reducing the compliance burden and improving implementation of Section 404
The costs of Section 404(b) have declined since the SEC first implemented the
requirements of Section 404, particularly in response to the 2007 reforms
Investors generally view the auditor’s attestation on ICFR as beneficial
Financial reporting is more reliable when the auditor is involved with ICFR assessments
69
70. JOBS Act
Testimony before the U.S. House of Representatives Committee on Financial Services’
Subcommittee on Capital Markets and Government Sponsored Enterprise in July 2012
expressed concern over the effects of the costs of SOX compliance on smaller
companies for reporting under 404:
Delaying IPOs,
Deterring or preventing ordinary investors from buying into early stage growth
companies,
Distracting fledgling companies from growth, and
Costs of compliance estimated at over $2.3 million per company per year
70
71. JOBS Act
The JOBS Act is an acronym for Jumpstart Our Business Startups
The law exempts an emerging growth company from the requirements of Section 404
Emerging growth companies are defined as entities with less than $1.07 billion in annual
gross revenue or a $700 million market capitalization
The exemption can last for up to five years if it does not grow too large during that time
71
73. About The Faculty
Rafael Zahralddin-Aravena - rxza@elliottgreenleaf.com
Rafael X. Zahralddin-Aravena is a Shareholder, Director, and Chair of his firm’s Commercial Bankruptcy
and Restructuring Practice. He founded the Elliott Greenleaf Delaware office in 2007, which specializes
in business law, as its first Managing Shareholder. He works as a litigator and advises businesses on
issues of compliance, corporate formation, corporate governance, insolvency, distressed mergers and
acquisition, commercial transactions, cyber law, and international and cross border issues. He has been
lead counsel in several significant matters including serving as special litigation counsel in Washington
Mutual, the largest bank insolvency in U.S. history. In the Nortel bankruptcies he successfully secured a
settlement of more than $50 million for the permanently disabled former employees of the company. The
firm and Mr. Zahralddin were named among the firms that received multiple awards in 2014, culminating
in the Large Company Transaction of the Year Award from the Turnaround Management Association for
their work in the AgFeed USA, Inc. bankruptcy, which involved the sale of the U.S. and China assets of a
publicly traded company.
73
74. About The Faculty
Nicole Edmonds - nicole.a.edmondsesq@gmail.com
Nicole Edmonds is a dynamic and engaging executive leader most recently serving as Assistant Vice
President and Corporate Secretary at Washington Gas Light Company where she headed up a team
responsible for providing regular, expert advice to the Board of Directors and senior management. An
experienced and trusted advisor, Nicole knows how to work seamlessly across business units and the
legal department to manage all aspects of the corporate secretary function, including securities law
compliance, corporate governance and affiliate entity management. Nicole has provided expert legal
support for finance, treasury, HR and other functions within an organization. She is an expert governance
and securities law technician with extensive experience in both the private and public sectors, including
deep knowledge of federal securities laws and regulations, including the Securities Act of 1933, the
Securities and Exchange Act of 1934 and exchange listing standards. She is experienced in matters
under the Delaware General Corporate Law (DGCL), the Virginia Stock Corporation Act and the DC
Business Corporation Act.
74
75. About The Faculty
Rakesh Gopalan - rgopalan@mcguirewoods.com
Rakesh is a corporate and securities lawyer, with extensive experience in complex technology and
outsourcing deals, public company securities issuances and reporting requirements, private- and public-
company mergers and acquisitions, and other corporate and transactional matters. He is actively involved
in diversity and inclusion efforts within the firm and the legal community, including through his work as a
founding member and current board member of the Charlotte Asian Pacific American Bar Association.
Rakesh’s securities practice includes advising on a broad range of securities matters, representing both
issuers and underwriters in initial public offerings, follow-on offerings of debt, equity, derivative and hybrid
securities, private investments in public equity (PIPE) transactions and tender and exchange offers. He
also advises public companies in connection with their periodic and annual reporting, proxy statements,
board and committee governance issues, and Section 16 and insider trading matters.
75
76. About The Faculty
Venroy July - vjuly@milesstockbridge.com
A principal at the law firm of Miles & Stockbridge, Venroy July differentiates his practice through his
recognition of the interplay of business and legal considerations in the context of the contemporary
economic climate, positioning himself to effectively work with clients to develop the appropriate strategies
to accomplish their business goals.
Venroy’s diverse practice and experience have benefited clients operating in the government contracting,
transportation, cybersecurity, banking and technology industries; he counsels on an array of matters that
include opportunity funds, equity and asset sales and purchases, debt offerings, and licensing
transactions—among many other top-of-the-fold legal issues. While his practice focuses on larger
transactions, he also regularly helps clients with myriad other business needs, including various forms of
loan transactions, compliance with U.S. securities laws and general commercial matters.
76
77. Questions or Comments?
If you have any questions about this webinar that you did not get to ask during the live
premiere, or if you are watching this webinar On Demand, please do not hesitate to email us
at info@financialpoise.com with any questions or comments you may have. Please include
the name of the webinar in your email and we will do our best to provide a timely response.
IMPORTANT NOTE: The material in this presentation is for general educational purposes
only. It has been prepared primarily for attorneys and accountants for use in the pursuit of
their continuing legal education and continuing professional education.
77
78. About Financial Poise
78
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