The Sarbanes-Oxley Act was enacted by Congress in response to the major corporate, accounting and document destruction scandals that rocked the stock markets recently. To restore investor confidence, the Act establishes a framework for corporate accountability, including strict new standards and penalties for violations in the areas of corporate governance, disclosures, audits, financial reporting and conflicts of interest. Although originally enacted only for public companies, the Act is quickly becoming the 'standard of care' for privately owned and not-for-profit companies, including healthcare organizations. The IRS and the Office of Inspector General are rapidly adopting the Act's principles to raise the bar regarding corporate governance and management accountability, examining the independence of boards of directors, audit committees, the effectiveness of compliance programs for reporting information to management and directors, policies and procedures for document retention and destruction and treatment of 'whistleblowers' in a company. This seminar will review the Act's requirements and penalties, give practical solutions to assist in compliance with the Act and the standards it has set for management and directors and examine the impact of the Act on directors and officers' liability insurance.
In addition, this seminar will provide attorneys with valuable information on the changes in ethical obligations due to Sarbanes-Oxley and their impact on the attorney client relationship. A special addition to this seminar is the panel discussion by former government officials on effective responses to investigations in the era of heightened scrutiny of business practices.
- Navigating the Sarbanes-Oxley Act
- Panel discussion - reporting and enforcement issues
- Ethical considerations and the attorney client privilege - what is expected
- Document retention policies in the electronic age
- Financial planning considerations for directors
8:30 a.m. - 8:40 a.m.
I. Opening Remarks And Overview
8:40 a.m. - 10:40 a.m.
II. Navigating The Sarbanes-Oxley Act
A. Overview And History
B. Key Reforms
C. Corporate Governance Requirements
D. Reporting Requirements
E. Disclosure Requirements
10:40 a.m. - 10:55 a.m.
10:55 a.m. - 11:45 a.m.
III. Evolving Standards For Directors And Officers Of Public And Private Companies And
A. The Role And Duties Of The Board Of Directors
B. Business Judgment Rule In the Post-Enron Environment
C. Director Independence
D. Executive And Director Compensation Issues
E. Monitoring Legal And Regulatory Compliance
F. Developments In Director Liability, Including Disney And Emerging Communications
G. Board Of Director's Best Practices
11:45 a.m. - 12:00 p.m.
12:00 p.m. - 1:30 p.m. (Lunch Included)
IV. Panel Discussion – Reporting And Enforcement Issues
A. Section 704 Report/Sarbanes-Oxley Act
C. Criminal Penalties
D. Responding To A Government Investigation
E. Corporations In Crisis
1:30 p.m. - 2:30 p.m.
V. Ethical Considerations And The Attorney Client Privilege – What Is Expected
A. SEC Rules
B. State Bar Rule Change Proposals
C. What Do They Mean For The Practitioner?
2:30 p.m. - 2:45 p.m.
2:45 p.m. - 3:45 p.m.
VI. Document Retention Policies In The Electronic Age
3:45 p.m. - 4:45 p.m.
VII. Financial Planning Considerations For Directors
4:45 p.m - 5:00 p.m.
VIII. Final Questions And Answers And Closing Remarks