FindLaw | Find a Lawyer. Find Answers.

Library Search

• Securities Law Alert: March 2, 2004 ( March 2004 )
  Nixon Peabody LLP

  Articles in this issue are "SEC Issues Interpretive Advice with Respect to Equity Compensation Plan Disclosures" and "The Final Word (We Hope) with Respect to SOX Certifications and Form 11-K."

• Securities Law Advisor: November 5, 2003 ( November 2003 )
  Nixon Peabody LLP

  SEC approves NYSE and NASDAQ Govenance Standards for listed companies.

• Securities Law Advisor: October 17, 2003 ( November 2003 )
  Nixon Peabody LLP

  SOX surprises.

• SEC Adopts Final Rules on Listing Standards for Audit Committees ( May 2003 )
  Morrison & Foerster LLP

  On April 1, the SEC adopted new rules directing the NYSE, Nasdaq and AMEX to prohibit the listing of any security of a company that is not in compliance with certain audit committee requirements established by the Sarbanes-Oxley Act. Public companies whose securities are listed with an SRO must be in compliance with the relevant listing standards by the earlier of their first annual meeting after January 15, 2004 or October 31, 2004.

• Update: Nasdaq Corporate Governance Rule Proposals ( May 2003 )
  Shearman & Sterling, LLP

  Since originally submitting its new corporate governance proposals to the Securities and Exchange Commission in June 2002, the Executive Committee of the Board of Directors of The Nasdaq Stock Market, Inc. has approved several modifications to the proposals, mainly designed to take into account provisions of the Sarbanes-Oxley Act of 2002.

• NYSE Revises Proposals on Director Independence ( April 2003 )
  Shearman & Sterling, LLP

  The New York Stock Exchange has amended its proposed listing standards relating to director independence. The most significant revisions to the proposed rules add specific financial criteria to the "bright line" tests that describe when a director will be presumed not to be independent.

• Reporting Earnings -- A New Model ( March 2003 )
  David B.H. Martin of Covington & Burling LLP

  After March 28, 2003, public companies reporting earnings must comply with new rules adopted by the SEC as part of its implementation of the Sarbanes-Oxley Act of 2002. These include new Item 12 of Form 8-K, which governs earnings announcements, and new Regulation G, which imposes conditions on the public disclosure of non-GAAP financial measures.

• The Sarbanes-Oxley Act of 2002 ( February 2003 )
  Ruthanne  Kurtyka of Kaye Scholer LLP

  President Bush signed into law the sweeping legislation known as the Sarbanes-Oxley Act of 2002 on July 30, 2002. The bill passed by the House (422-3) and Senate (99-0) on July 25 provides that it is "designed to protect investors by improving the accuracy and reliability of corporate disclosures made pursuant to the securities laws and for other purposes."

• SEC Adopts Final Rule Regarding Use of Non-GAAP Financial Measures ( February 2003 )
  Akin Gump Strauss Hauer & Feld LLP

  Of recent concern to the federal government is the disclosure by public companies of financial information based on calculations not in accordance with—or which obscure—generally accepted accounting principles (GAAP). The concern is that financial information that is not in accordance with GAAP (and often is not in accordance with any standard at all) could be misleading.

• SEC Adopts Final Auditor Independence Rules ( February 2003 )
  Shearman & Sterling, LLP

  The SEC has adopted final rules strengthening auditor independence. The rules implement Section 208(a) of the Sarbanes-Oxley Act of 2002. The adopting release, "Strengthening the Commission's Requirements Regarding Auditor Independence", Release No. 33-8183, is available at http://www.sec.gov/rules/final/33-8183.htm.