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Haynes and Boone, LLP | January 2003

On Wednesday, January 15, 2003, the SEC adopted rules implementing Section 406 of the Sarbanes-Oxley Act of 2002 (the “Act”). The SEC’s new rules under the Act require public companies to disclose in each annual report on Form 10-K (U.S. companies), Form 40-F (Canadian companies) or Form 20-F (non-U.S ...

Haynes and Boone, LLP | January 2003

Introduction Copyrights are defined in the Copyright Act as “Original works of authorship fixed in any tangible medium of expression, now known or later developed, from which they can be perceived, reproduced, or otherwise communicated, either directly or with the aid of a machine or device ...

Haynes and Boone, LLP | January 2003

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 ...

Haynes and Boone, LLP | November 2002

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 ...

Haynes and Boone, LLP | November 2002

Houston American Corporate Counsel Association Chapter

Haynes and Boone, LLP | November 2002

On October 22, 2002, the SEC proposed rules implementing Sections 404, 406 and 407 of the Sarbanes-Oxley Act of 2002 (the “Act”) ...

Haynes and Boone, LLP | September 2002

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 ...

Haynes and Boone, LLP | September 2002

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 ...

Haynes and Boone, LLP | September 2002

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 ...

Haynes and Boone, LLP | September 2002

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] ...

Haynes and Boone, LLP | August 2002

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 ...

Haynes and Boone, LLP | August 2002

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 ...

Haynes and Boone, LLP | August 2002

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”) ...

Haynes and Boone, LLP | August 2002

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 ...

Haynes and Boone, LLP | August 2002

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 ...

Haynes and Boone, LLP | August 2002

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 ...

Haynes and Boone, LLP | August 2002

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 ...

Haynes and Boone, LLP | August 2002

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 ...

Haynes and Boone, LLP | July 2002

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 ...

Haynes and Boone, LLP | July 2002

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 ...

Haynes and Boone, LLP | July 2002

Published in For The Defense magazine, July 2002 On May 28, 2000, the United States Supreme Court issued its unanimous decision, written by Justice Anthony Kennedy, that the patent world had been anxiously awaiting. In short, the doctrine of equivalents is alive. The Supreme Court vacated the Federal Circuit’s judgment and remanded the case for further proceedings consistent with its opinion ...

Haynes and Boone, LLP | June 2002

To Our Public Company Clients: The SEC has issued for comment a proposed rule which would require a company’s principal executive officer and principal financial officer to certify that, to their knowledge, the information contained in the company’s quarterly and annual reports is true in all important respects and that the reports contain all information about the company of which they are aware that they believe is important to a reasonable investor ...

Haynes and Boone, LLP | June 2002

Mergers and Acquisitions 2002: Effective Dealmaking in the Post-Boom Economy A Powerpoint presentation covering the following: Current M&A from a Seller's Perspective Current M&A from a Buyer's Perspective For Both Buyer and Seller, Increased Challenges for M&A Transactions MAC Conditions Invoked as a Reason for Termination of the Deal – The Impact of Tyson and Enron What is a MAC? A material adverse change in what? What does “material” mean? Where’s the beef?

Haynes and Boone, LLP | June 2002

Mergers and Acquisitions 2002: Effective Dealmaking in the Post-Boom Economy A Powerpoint presentation covering the following: The Changing Landscape of M&A Current M&A Environment – Positive Factors Current M&A Environment – Negative Factors Recent Changes in the M&A Environment

Haynes and Boone, LLP | June 2002

To Our Public Company Clients: On June 6, 2002, the Corporate Accountability and Listing Standards Committee (the “Committee”) of the New York Stock Exchange released a report (the “Report”) recommending reform of its listing standards. In the Report, the Committee expressed concern over recent failures by companies to exercise diligence, ethics and controls and welcomed the opportunity to raise corporate governance and disclosure standards ...

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