The upheaval in the business markets during the last several years has led to increased scrutiny of corporate management and the professionals who provide advice and guidance to the chief executive and financial officers of public companies. Substantial losses by ordinary and institutional investors have led to tremendous changes in the regulatory environment for corporations.

Congress and the Executive Branch, through sweeping legislation such as the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"), the Securities and Exchange Commission ("SEC") and the major securities exchanges have developed new rules that expand the rights of, and protections for, shareholders while imposing substantial obligations on directors, officers, outside auditors, attorneys, and investment bankers.

Notable consequences of the new legislation include:

1. The fiduciary obligation of the directors and officers, as well as of the professional advisors for the corporation, to the shareholders has been enhanced;
   
   
2. Directors, particularly those serving as members of audit committees of public companies, have been given unprecedented authority to participate directly in day-to-day management of the corporation, at least in relation to supervision of the auditing and reporting process;
   
   
3. New duties have been imposed on professional advisors to public companies, including serious reporting obligations on attorneys practicing on behalf of an issuer before the SEC and on the independent auditors of public companies;
   
   
4. The framework relating to disclosure and accounting requirements has been significantly altered by the creation of a new oversight body for accounting firms involved in the audit of public companies;
   
   
5. Alteration, destruction or concealment of corporate or audit records, including requirements relating to the maintenance of work papers by accountants;
   
   
6. Prohibitions on the ability of a debtor to use bankruptcy proceedings as a way to avoid, through discharge, liabilities incurred as a result of a violation of the securities laws;
   
   
7. Extension of the statute of limitations for private causes of action under the securities laws;
   
   
8. Creating protection for "whistleblowers; and
   
   
9. Enhancement of criminal penalties under existing statutes as well as creation of new criminal statutes directed at activities that defraud the shareholders of public companies.

While there are obviously legal reasons for companies to comply with the new rules and regulations, there are also many emerging business advantages associated with adopting and maintaining sound disclosure practices. In addition, while these changes are most obvious in the case of public companies (i.e., companies that have publicly traded securities and which are subject to the reporting requirements of the federal securities laws), it can and should be anticipated that corporate governance will be transformed for companies of all sizes, including many privately held companies.

AGREEMENTS, DOCUMENTS & FORMS:

Audit Committee Charter
Contract Review and Signature Authority Policy
Board of Directors Corporate Governance Guidelines
Crisis Management and Emergency Response Plan
Director Qualification Guidelines
Corporate Responsibility Committee Charter
Acknowledgement of Duties for Mid-Level Managers
Acknowledgement of Duties for Non-Management Employees
Code of Ethics for Senior Financial Officers
Crisis Communications Plan
Incident Management Checklist
Disclosure Process and Procedures Policy
Sarbanes-Oxley Act Whistleblower Policy