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 ...
Department of State: * DOS issued a Worldwide Caution on September 9, 2002 advising of the continuing threat of terrorist actions, which may target civilians and include suicide operations. DOS also indicates terrorist groups may seek softer targets including foreign facilities where American citizens are generally known to congregate or visit, such as clubs, restaurants, places of worship, schools or outdoor recreation events ...
The Entrepreneurship Institute President's Forum This term sheet provides an example of a typical "Angel" round investment in preferred stock. It is not intended as specific legal advice or a final legal document and is provided for general educational purposes only ...
Department of State: * U.S. Consulate Ciudad Juarez, Mexico will no longer process Third Country National visa applications as of November 1, 2002. Only residents of the consular district and Third Country Nationals with FM2/3 visas will be allowed to apply. * DOS non-immigrant visa application fee will increase to $100.00 effective November 1, 2002 ...
On October 22, 2002, the SEC proposed rules implementing Sections 404, 406 and 407 of the Sarbanes-Oxley Act of 2002 (the “Act”) ...
Houston American Corporate Counsel Association Chapter
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 ...
Homeland Security Act of 2002: * On November 25, 2002, President Bush signed the “Homeland Security Act of 2002” into law, which establishes the Department of Homeland Security and includes provisions which may significantly alter the visa issuance process at U.S. Consulate/Embassy posts and adjudication of INS petitions. We will continue to provide updates as information becomes available. Department of State: * DOS issued a Worldwide Caution on November 20 reminding the country that U.S ...
"This [provision of the Sarbanes Oxley Act] is about making sure those lawyers. . . don’t violate the law and, in fact, more importantly, ensure that the law is being followed." -- Senator John Edwards, July 10, 2002 On November 21, 2002, the SEC proposed a new Rule 205 entitled “Standards of Professional Conduct for Attorneys Appearing and Practicing Before the Commission in the Representation of an Issuer” (the “Standards”) ...
Department of Justice/Immigration and Naturalization Service: * DOJ is implementing the National Security Entry-Exit Registration System (NSEERS) to enable the government to track the approximately 35 million non-immigrants who enter the U.S. each year. As part of NSEERS, certain non-immigrants will continue to register at a port-of-entry upon admission to the U.S. Other non-immigrants who were admitted to the U.S ...
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 ...
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 ...
SEC Adopts New Rules Governing Disclosure of Non-GAAP Financial Measures and Amendments to Form 8-K Relating to Earnings Releases and Other Financial Disclosures
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 ...
On January 23, 2003, the Securities and Exchange Commission (the “SEC”) published new rules under Section 407 of the Sarbanes-Oxley Act of 2002 that will require public companies to disclose whether they have at least one “audit committee financial expert” serving on their audit committees. This Client Alert does not cover the rules recently adopted under Section 407 of the Sarbanes-Oxley Act that apply to registered investment companies ...
Presentation to the National Investor Relations Institute A Powerpoint presentation covering the following: Impact of SEC Rules Adopted in January 2003 Disclosure Controls and Disclosure Committees Accelerated Filings Real Time Disclosures Certifications M D & A News Releases Update on Regulation FD and Investor Relations Issues Enforcement of Reg ...
Department of Justice/Immigration and Naturalization Service: * INS has temporarily lowered its filing fees for certain petitions/applications. The fee change is due to a provision of the Homeland Security Act of 2002 requiring the elimination of a surcharge the INS previously attached in order to fund asylum and refugee services, fee exemptions and fee waivers ...
Annual International Business Law Institute, International Law Section, Dallas Bar Association A Powerpoint presentation covering the following: Introduction Political Developments Legal Developments Mexican Energy Issues Tax Developments Conclusion
As a part of sweeping corporate governance reforms mandated by the Sarbanes-Oxley Act of 2002, the SEC adopted ethical rules for attorneys who represent public companies and their nonpublic subsidiaries. The SEC rules make it clear that “attorneys can’t get a pass” from participating in corporate wrongdoing and attempt to hold attorneys accountable much like accountants and bankers have been for their roles in corporate financial scandals ...
Common Evidence Problems Discovery for a New Millennium Computer usage now pervades all elements of society. Most businesses and many individuals conduct a significant percentage of communications through electronic media. E-mail, facilitated by the Internet, has become the dominate form of inter-office and intra-office communication. Businesses are also managed in a wide variety of electronic formats, including spreadsheet programs, databases and computer aided design tools ...
First the auditors, then the bankers and now the lawyers. Many have questioned the role of lawyers in recent corporate scandals and expressed the view that lawyers should not be allowed to be bystanders and perhaps even facilitate (whether or not knowingly) corporate wrongdoings ...
The Sarbanes-Oxley Act was passed by Congress and signed into law by President Bush in July 2002 in response to several corporate financial and disclosure scandals. Section 307 of the Act directs the SEC to “issue rules, in the public interest and for the protection of investors, setting forth minimum standards of professional conduct for attorneys appearing and practicing before the Commission ...
On January 29, 2003, pursuant to the requirements of Section 307 of the Sarbanes-Oxley Act of 2002, the SEC issued a release adopting a new Rule 205 entitled “Standards of Professional Conduct for Attorneys Appearing and Practicing Before the Commission in the Representation of an Issuer” (the “Standards”) ...
We have identified various venture capital deal terms which have become more onerous as a result of the current state of the venture capital and technology industry. Understanding the impact of those terms is important to angels in structuring their initial investment as well as situations where they have made an investment and then solicit subsequent professional venture capital funding for the portfolio company ...
25th Annual Conference On Securities Regulation and Business Law Problems, Dallas, Texas 1. INTRODUCTION 1.1. Scope of Outline. In the aftermath of the recent failure of Enron and other major companies and the resulting loss of public confidence in the capital markets, the U.S. Congress conducted lengthy investigative hearings to determine the root causes of these problems ...
