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• Easing the Compliance Burden of the New Form 8-K Requirements ( October 2004 )
  

  Public companies are now dealing with the issues posed by the SEC's groundbreaking new Form 8-K requirements that went into effect August 23, 2004. Designed to further real-time disclosure of material changes to companies' finances and operations, the revised requirements include new and expanded disclosure items. The new rules also shorten the previous 15-day filing deadline for most items to just four days.

• Proposed PCAOB Accounting Standard No. 2: An Audit of Internal Control over Financial Reporting Performed in Conjunction with an Audit of Financial Statements ( April 2004 )
  

  The SEC recently published for comment a proposed rule prepared by the Public Company Accounting Oversight Board relating to the standards that apply when an auditor is engaged to audit both a financial statement and management's assessment of the effectiveness of internal control over financial reporting (Release 34-49544). The following is a list of points which may be of general interest to business lawyers with respect to the proposed rule.

• Four Principles to Consider When Choosing an Exit Financing Lender ( March 2004 )
  

  As the national economy shows signs of a recovery, an increasing number of bankrupt businesses are shifting their focus away from court-ordered protection toward a restoration of profitable operations. Exit financing plays a key part in such recoveries, and as experts from Wharton and GE Corporate Financial Services observe, understanding a few key principles can help companies navigate a process that can be both complex and dynamic.

• Corporate Governance Redefined: The Sarbanes-Oxley Act of 2002 and Related Rulemaking ( October 2003 )
  

  The Sarbanes-Oxley Act of 2002 (the "Act") responds to weaknesses in the U.S. capital markets revealed by the quickening pace of financial restatements and bankruptcies of several large, well-known public companies. Although most requirements by their terms apply only to public companies, many observers believe that the accounting and governance practices of private companies, and perhaps even nonprofits, will be influenced as well.

• Regulation G and Item 10(e) of regulation S-K: Conditions for Use of Non-GAAP Financial Measures ( October 2003 )
  

  On January 22, 2003 the Securities and Exchange Commission published Release No. 34-47226 promulgating final rules regarding the use of non-GAAP financial measures in any public disclosure. This article discusses the release and some frequently asked questions.

• Sarbanes-Oxley Act of 2002: What You Need to Know Now ( August 2003 )
  

  Sarbanes-Oxley creates a significant, new oversight and regulatory regime over the public accounting industry and imposes many important and potentially far-reaching reforms in public company governance and disclosure requirements. It also dramatically increases criminal penalties for federal mail, wire and securities fraud, creates new criminal penalties for document and record destruction in connection with federal investigations and lengthens the statute of limitations for private securities claims.

• Sarbanes-Oxley Update: SEC Issues Final Rules Prohibiting Improper Influence on Auditors ( May 2003 )
  

  The Securities and Exchange Commission has issued final rules prohibiting corporate directors and officers (and those acting under their direction) from exercising improper influence on auditors as required by Section 303(a) of the Sarbanes-Oxley Act of 2002. 

• Sarbanes-Oxley Update: SEC Mandates Management Report on Internal Controls and Modifies Officer Certification Requirements ( July 2003 )
  

  The SEC significantly extended the transition period for compliance with the new Sarbanes-Oxley rules for management reports on internal controls.  Accelerated filers (generally, U.S. companies with a market capitalization exceeding $75 million) must comply with the new internal control report requirements for fiscal years ending on or after June 15, 2004.