The Sarbanes-Oxley Act, which became effective on July 30, 2002, contains a number of new regulatory provisions governing the filings public companies must make with the Securities and Exchange Commission, new requirements for the conduct of corporate financial audits and a number of new or enhanced criminal and civil penalties. In the difficult world of corporate governance under the Act, companies run greater risks than ever if they fail to implement the Act’s requirements and the new regulations spawned by the Act. Ulmer & Berne’s attorneys have been at the forefront of the effort to interpret these provisions for affected companies and individuals. Whether advising corporate boards or counseling corporate officers, we have the expertise necessary to understand regulations interpreting the Act, to counsel on compliance issues, and to defend those alleged to be in violation.
Ulmer & Berne’s attorneys often assist both public and private companies in drafting internal policies and procedures in the wake of Sarbanes-Oxley. Since many of our attorneys have come to us from regulatory agencies, we stay in close touch with the regulators responsible for enforcing the Act to remain current on new rules and interpretations. We also counsel companies on enhanced disclosure requirements. We have made dozens of presentations to boards of directors and their audit, governance and compensation committees regarding director and auditor independence and directors’ obligations under the Act. Our litigation attorneys routinely defend individuals and companies alleged to be in violation of the Act.