The Sarbanes-Oxley Act of 2002 was one of the most significant developments in corporate governance and securities law in many years. It has imposed corporate compliance requirements upon public companies and, in particular, their audit and compensation committees. It has now become critical for all public companies to adopt disclosure control procedures and enhance existing internal controls.

Although most of the recent corporate governance reforms have been directed at public companies, private companies should be aware that standards for reasonable business practices may eventually include many of the same laws and regulations.

With a keen understanding of corporate operations and objectives, Dickinson Wright assists companies in meeting the complex, ongoing requirements of Sarbanes-Oxley and the evolving related law. We are highly qualified to help clients achieve effective corporate compliance and implement best practices from major publicly-held corporations to smaller privately-held companies.


CORPORATE GOVERNANCE AND SECURITIES

Dickinson Wright regularly represents clients engaged in major securities offerings, mergers, acquisitions, dispositions, and spinoffs. We have extensive experience in counseling major corporations on federal and state securities compliance, including the preparation of quarterly and annual reports, Section 16 insider trading reports, proxies, and other annual meeting materials.

Sarbanes-Oxley, subsequent SEC rules, and NYSE and NASDAQ final listing standards have expanded the responsibilities of public companies and their audit committees, and will continue to do so. We serve as outside counsel to many publicly-listed corporations and their audit committees, compensation committees, and other board committees.

Examples of experience:

Regular attendance at meetings of audit and compensation committees, counseling on compliance with SEC, NASDAQ, New York Stock Exchange, and other exchange rules and regulations

Preparing committee charters and establishing procedures to ensure compliance with charters

Analyzing legal issues related to internal control procedures and all relationships between company personnel and outside auditors

Advice to corporate boards of directors on implementing a code of conduct for directors, officers, and employees

Assisting compensation committees in overseeing and administering executive benefit plans, including stock option plans

Representing special committees of corporate boards for multiple purposes, including mergers and acquisitions, conflicts inquiries, and internal investigations

Developing procedures to govern insider trading, including accelerated reporting requirements

Advice to audit committees:

Determining whether a board member is "independent" or qualifies as a "financial expert"

Developing procedures on confidential treatment of complaints concerning possible financial irregularities or internal accounting controls

Negotiating the engagement of auditors and the terms of the engagement agreements

Approving and implementing a code of ethics for senior financial officers

SECURITIES ENFORCEMENT AND LITIGATION

Dickinson Wright regularly represents clients in major securities and related financial litigation.

Examples of experience:
Extensive experience in governmental investigations, regulatory and compliance matters, business crimes, corporate officer and director responsibilities, and ethics issues

Broad-based experience in a wide variety of litigation specialties:

Securities litigation and class actions

Accountant liability and GAAP-related litigation

Corporate, shareholder, and partnership disputes

Allegations of corporate financial irregularities

Shareholder derivative actions

Business torts

Misappropriation of trade secrets and confidential information

Claims involving public offerings and "going private" transactions