June 20, 2002

I mentioned the other day that Chairman Pitt wrote a letter to President Bush outlining the steps that the SEC took to carry out Bush's 10-point plan, we now have a copy of the letter posted to the site. It is at http://www.realcorporatelawyer.com/Features/Pitt-Bush.pdf

June 18, 2002

There is so much going on that there is almost too much to blog. Within the last 24 hours, the SEC has posted the proposal releases that it passed last week. This thursday, the SEC has an open meeting to consider the creation of a new public accounting board. Chairman Pitt wrote a letter to President Bush this week to outline the steps that the SEC has taken to carry out the 10-point plan that the Bush administration issued in March. Boy, the SEC is moving fast...

The proposal regarding disclosure of critical accounting estimates in MD&A may prove to be as controversial as any of the other proposals that have received much more attention. Upon my first reading, I quickly decided i need to create a flow chart to comprehend what a company would need to do in order to comply with this proposal. A pdf of this flow chart is available at http://www.realcorporatelawyer.com/Features/critical%20accounting.pdf.

June 13, 2002

As expected, the SEC proposed rules that would require CEO/CFO certification as well as more frequent and timelier Form 8-Ks. The details are at http://www.sec.gov/news/press/2002-88.htm.

June 12, 2002

I have created a flow chart to help understand the complex SEC proposal regarding critical accounting policy disclosure in MD&A. The flow chart is at http://www.realcorporatelawyer.com/Features/critical%20accounting.pdf.

Tommorrow, I will post a summary of the SEC's open meeting deliberations on mandating 8-K disclosure for more events and CEO/CFO certifications...

June 7, 2002

The NYSE's Corporate Accountability and Listing Standards Committee has issued it's Recommendations to the NYSE Board of Directors. The
recommendations can be found on the NYSE's website at http://www.nyse.com/pdfs/corp_govreport.pdf

A comment period runs til early August and some of the Recommendations should prove to be contentious. The highlights of the Recommendations include:

- An increased role and authority for independent directors

- A tightening of the definition of "independent" director

- New audit committee qualification requirements

- A requirement to adopt corporate governance guidelines

- An increased role for shareholders in monitoring governance
at companies and in approving equity-based compensation
plans

- New control and enforcement procedures by requiring CEO certifications
of certain company procedures

- Improving director education and training