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Overview
We have formed a firm-wide Corporate Governance and Compliance Group to better serve our clients in the new corporate regulatory environment resulting from passage of the Sarbanes-Oxley Act of 2002.
The Act is the most significant change to federal securities law in recent times and substantially increases the role of the federal government in regulating corporate governance and procedures. It expands disclosure requirements, accelerates timing of disclosure, increases regulation of insider transactions, prohibits personal loans to senior executives, requires certifications by senior corporate officials of many filings with the Securities and Exchange Commission, establishes new types of criminal conduct and increases existing criminal penalties for misconduct. Many provisions of the Act apply to foreign as well as domestic issuers. The Act contains provisions that became effective on July 30, 2002, and others that become effective upon the issuance of new SEC regulations under the Act, to be issued within specific time periods that range from late August 2002 through April 2003. The New York Stock Exchange and other national securities exchanges as well as Nasdaq are also in the process of adopting far reaching changes to listing standards in response to the Act. Companies and corporate officials should immediately begin a review of corporate policies affected by the Act and related regulations and listing standards, a process that is likely to extend through the effective dates of the last set of mandated regulations.
To assist our clients in this transition, our Corporate Governance and Compliance Group brings together a steering committee of experienced partners from each of the firm's domestic offices and its London office, working with a firm-wide team of lawyers expert in one or more of the many disciplines affected by the Act, including domestic and international securities regulation and compliance, professional responsibility, officer and director liability, securities litigation defense, white-collar criminal defense, regulation of financial institutions, labor law, insolvency and reorganization and ERISA. The Group is prepared to meet the needs of clients through all of our domestic and international offices. The Group not only serves as a source of information for clients but also as a support group for firm lawyers who are assisting clients in responding to the requirements of the new regulatory scheme.
As part of our efforts, we prepare memoranda from time to time summarizing provisions of the Act and the SEC's new rules, and providing analysis of particular aspects of interest. These memoranda are distributed through e-mail bulletins and available via hyperlink on our website. Please click here to view.
Paul Maco, Chair of the Corporate Governance and Compliance Group, joined Vinson & Elkins in October 2000 as a partner in the Washington office after leaving SEC Chairman Arthur Levitt's senior staff. As Director of the SEC's Office of Municipal Securities from March 1995 until his departure, he was responsible for reform of the municipal bond market, Levitt's first priority as Chairman. During this time, Paul coordinated the SEC's investigation into the Orange County California bankruptcy, helped bring over 100 enforcement actions, and received the Chairman's Award for Excellence for his work in preparing a new regulatory framework for the municipal market. Paul has also served in the SEC's Division of Enforcement and Office of General Counsel. His understanding of SEC policy formation, regulatory interpretation and enforcement proceedings, combined with the knowledge and experience of our lawyers in the many areas affected by the Act will provide our clients with the means necessary to transition to the post Sarbanes-Oxley world. Each member of our Group has expertise in matters affected by the Act. To access the on-line biographies of the Corporate Governance & Compliance Group, please click here and follow the instructions.
Please contact any of the lawyers listed above if you would like more information regarding Sarbanes-Oxley or related matters.
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