Words of Wisdom

Category Archives: Corporate Governance

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A Primer on Section 16 Officers

Your old college buddy Sam Baker has just been appointed CFO of Dixie Candles, Inc. While telling Sam about her promotion, Dixie’s CEO mentioned in passing that of course Sam was now a “Section 16 officer” given that the CFO serves as both principal financial officer and principal accounting officer for the company. In her … Continue Reading

Sarbanes-Oxley 301

This week, we examine the predicament of our good client, Pemrose Incorporated, as it wrestles with how to reconcile Section 301 of the Sarbanes–Oxley Act of 2002 (SOX) with sometimes conflicting requirements in other jurisdictions. SOX 301 requires that audit committees of issuers listed on U.S. exchanges “establish procedures” for (i) receipt, retention, and treatment … Continue Reading

Newly Public Companies – Internal Control Certifications

Your client Green Goo has consummated a wildly successful IPO.  Green Goo’s proprietary NanoSlimeTM converts raw sewage into high-octane gasoline, delighting environmentalists, investment bankers and sanitation engineers alike.  Now, the company’s first annual report rolls around and the General Counsel calls up with a seemingly simple question – what does the company have to do … Continue Reading

Independence Day: Part II

NYSE/Nasdaq independence requirements for members of the corporate governance/nominating committee and compensation committee Members of the nominating/corporate governance and compensation committees do not need to meet Sarbanes-Oxley requirements for independence, but must meet independence (and certain other) requirements under the NYSE/Nasdaq rules.… Continue Reading

Independence Day: Part I

Independence Requirements for NYSE and Nasdaq Listed Company Board Members We tackle today independence requirements for board members of companies listed on the NYSE and Nasdaq.  (You can reassure prospective board members that experience fighting hostile extra-terrestrials bent on inter-planetary mayhem is thankfully not one of the required attributes.)… Continue Reading

“Get Smart” on the NYSE & Nasdaq Shareholder Approval Rules For Securities Offerings

Your phone rings.  It is Maxwell Smart, General Counsel of your client, CONTROL, Inc.1 He’s calling on the shoe phone, and the reception is pretty poor.  All you hear is something about an “issuance of new securities” and “do we need shareholder approval?” before the line goes dead. We want you to be prepared when … Continue Reading