When Regulation FD (Fair Disclosure) was first adopted over two years ago, there was widespread concern that it would have a chilling effect on the disclosure practices of public companies. On November 25, 2002, public companies received their first glimpse of the SEC’s enforcement policies with respect to Regulation FD when the SEC announced the first three enforcement actions under Regulation FD and issued an additional report of investigation relating to Regulation FD ...
The Internal Revenue Service previously announced that in order for qualified retirement plans to be in compliance with the requirements of the Economic Growth and Tax Relief Reconciliation Act of 2001 (“EGTRRA”), those plans must make the necessary good faith amendments by the later of (i) the last day of the plan year in which the EGTRRA changes apply, or (ii) the end of the GUST remedial amendment period for the plan. For most plans, the EGTRRA changes apply for the 2002 plan year ...
IBA International Business and Energy Law Conference, Nov. 14, 2002 A presentation outline covering the following topics: The Aftermath of the Enron Scandal - - - Negative Impact on the Capital Markets. The Regulatory Response to Restore Public Confidence. Overview of the Five Primary Goals of the Regulatory Response. The Changing Duties and Responsibilities of Corporate Board Members Under the Post-Enron Regulatory Scheme ...
Houston American Corporate Counsel Association Chapter
On October 22, 2002, the SEC proposed rules implementing Sections 404, 406 and 407 of the Sarbanes-Oxley Act of 2002 (the “Act”) ...
The Department of Labor (“DoL”) has issued rules that implement the pension blackout provisions of the Sarbanes-Oxley Act of 2002 (the “Act”). These rules require plan administrators of individual account plans to deliver advance notice of blackout periods and will be effective for blackouts which begin on or after January 26, 2003 ...
ALI-ABA Pension, Profit-Sharing, Welfare, and other Compensation Plans; Washington, DC Many of the defined contribution health plans being marketed involve a higher deductible indemnity type of coverage either with or without a network of managed care providers (the “Policy”) accompanied by a “personal care account” or “PCA” which is funded either by employer, employee or both contributing to the PCA ...
A SUMMARY OF THE FINAL REGULATIONS ON THE STANDARDS FOR PRIVACY OF INDIVIDUALLY IDENTIFIABLE HEALTH INFORMATION ISSUED DECEMBER 28, 2000 AS MODIFIED BY THE FINAL REGULATIONS ISSUED ON AUGUST 14, 2002 CAVEAT: This outline summarizes the HIPAA Privacy Regulations as modified. No one should rely on this as legal advice. In every situation, the application of the rules requires careful analysis of a counsel who is familiar with your particular situation. I ...
The deadline for compliance with the Health Insurance Portability and Accountability Act of 1996 final regulations regarding standards for electronic claims transactions, October 16, 2002, is quickly approaching ...
To Our NYSE-Listed Clients: The New York Stock Exchange (“NYSE”) has filed with the Securities and Exchange Commission (“SEC”) proposed changes to its listing standards aimed at helping to restore investor confidence by adopting new corporate governance rules ...
To Our Public Company Clients and Friends: The SEC has adopted final rules that shorten the filing deadlines for many public companies’ quarterly and annual reports. The new rules implement changes proposed by the SEC in April 2002 as part of the SEC’s initiative to restore investor confidence in public companies by improving public company disclosure ...
To Our Public Company Clients and Friends: The SEC has adopted final rules effective August 29, 2002, under Section 302 of the Sarbanes-Oxley Act of 2002 (the “Act”) requiring principal executive officers and principal financial officers of all public companies to certify the accuracy of their annual reports on Form 10-K and quarterly reports on Form 10-Q. These representations are new and are not part of the certification required under Section 906 of the Act ...
Corporate Responsibility: The Board of Directors’ Duty of Oversight: Part II – Practical Applications and Limiting Director Liability The information set forth below constitutes Part II of a two-part Alert regarding the board of directors’ duty of oversight. Part I of this Alert defined the duty of oversight and distinguished it from the board’s responsibilities in the decision making context. Part I is available on our website at [insert hyperlink to Part I] ...
As we discussed in our Alerts dated July 31 and August 9, 2002, Section 402 of the Sarbanes-Oxley Act of 2002 (the “Act”) makes it unlawful for public companies to directly or indirectly extend or maintain credit, or arrange for the extension of credit to their executive officers or directors ...
On August 27, 2002, the Securities and Exchange Commission (the “SEC”) unanimously adopted the first rules implementing the Sarbanes-Oxley Act of 2002 (the “Act”). This Alert addresses the amendments to the rules regarding the acceleration of insider reporting requirements under Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Section 16 Amendments: Accelerated Insider Reporting Obligations In Release No ...
To Our Public Company Clients: As discussed in our Alert dated July 31, 2002, Section 302 of the Sarbanes-Oxley Act of 2002 (the “Act”) directed the Securities and Exchange Commission (the “SEC”) to adopt, by August 29, 2002, rules requiring that CEOs and CFOs of all public companies certify the accuracy of their company’s periodic reports on Forms 10-K and 10-Q (the “Section 302 Certification”) ...
The recent Enron, WorldCom, Adelphia and other corporate crises have led to widespread concern over the adequacy of corporate governance practices of many companies. The focus of much of this scrutiny has centered on the business practices, financial disclosure, audit committee and board independence requirements of public companies ...
Most of the attention about the Sarbanes-Oxley Act of 2002 (Act), signed into law by President Bush on July 30, 2002, has been focused on the reform of public accounting firms and the financial reporting obligations of publicly held companies. However, the Act has other provisions that potentially impact a much broader range of employers ...
To our foreign clients: The Sarbanes-Oxley Act of 2002 (the “Act”), signed into law on July 30, is an attempt to help eliminate accounting fraud and restore confidence in the nation’s financial markets. The Act makes significant changes in laws affecting directors, officers, and corporate reporting obligations. The Act applies to any issuer, including any non-U.S ...
As you are aware, the Sarbanes-Oxley Act of 2002 (the “Act”) was signed into law by President Bush on July 30, 2002, in an attempt to help eliminate accounting fraud and restore confidence in the nation’s financial markets. This Alert focuses specifically on important law changes under the Act affecting the insider reporting requirements under Section 16 of the Securities Exchange Act of 1934, as amended. New Insider Trading Regulations Accelerated Reporting of Transactions by Insiders ...
To Our Public Company Clients and Friends: The Sarbanes-Oxley Act of 2002 (the “Act”) makes some of the most significant changes in decades in laws affecting directors, officers, and corporate reporting obligations. A few of the Act’s provisions are immediately effective, or become effective very soon. The Act leaves many of the critical details and the implementation of the Act to the rule-making authority of the SEC over the next several months ...
To Our Public Company Clients: As discussed in our Alert dated July 31, 2002, Section 906 of the Sarbanes-Oxley Act of 2002 (the “Act”) requires, effective immediately, that CEOs and CFOs of all public companies certify the accuracy of their company’s periodic reports on Forms 10-Q and 10-K ...
To Our Public Company Clients: The Sarbanes-Oxley Act of 2002 (the “Act”) was signed into law by President Bush on July 30 in an attempt to help eliminate accounting fraud and restore confidence in the nation’s financial markets. The Act makes some of the most significant changes in decades in laws affecting directors, officers, and corporate reporting obligations ...
Most of the attention about the Sarbanes-Oxley Act of 2002 (Act), now awaiting President Bush’s signature, has been focused on the reform of public accounting firms and the financial reporting obligations of publicly held companies. However, the Act has other provisions that potentially impact a much broader range of employers. The legislation will be implemented at various times following the President’s signature, but employers should begin preparing for the following changes: 1 ...
To Our Public Company Clients: The Securities and Exchange Commission has ordered the chief executive officer and chief financial officer of public companies with revenues in excess of $1.2 billion during the last fiscal year to certify personally under oath in writing that their company’s SEC filings are materially correct (the “Order”). See http://www.sec.gov/rules/other/4-460.htm ...
