Haynes and Boone, LLP
  August 9, 2002 - Dallas, Texas

Sarbanes-Oxley Act of 2002: Suggestions for Compliance
  by Brian D Barnard

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. The following are suggestions for compliance with the provisions of the Act that require CEO and CFO certifications of SEC reports, prohibit loans to insiders, and require changes in beneficial ownership on Form 4 to be filed with the SEC by the end of the second business day after any transaction by insiders. These provisions are effective immediately and directly affect public companies and their directors and officers. Further changes and adjustments will undoubtedly be necessary to respond to additional rules adopted by the SEC to implement the Act.

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