Monthly Archives: February 2003

February 12, 2003

Yesterday, William Donaldson was confirmed

Yesterday, William Donaldson was confirmed by the Senate Banking Committee as next chair of the SEC – full Senate approval is expected shortly – and Mr. Donaldson should be in office by next tuesday…

From the Division of Corporation Finance, Dennis Garris will be leaving as head of the Office of Mergers & Acquisitions to join Alston & Bird – Associate Director Bill Tolbert is also leaving to go back to Ohio.

On, we have posted a lengthy annotated corporate governance guidelines – graciously donated by Cynthia Krus of Sutherland, Asbill & Brennan.

February 11, 2003

As some board committees are

As some board committees are exercising their soon-to-be “right” to hire advisors – or if the governance committee hires a new outside law firm to conduct a one-time governance “gut-check” – the question remains: who does the advisor/law firm work for?

This question must be resolved right away when a retainer letter is drafted. The best answer we have heard so far is “individual directors on behalf of the board.” If you have a different conclusion or a sample retainer letter for a board committee, contact

February 10, 2003

Today, we posted three

Today, we posted three new portals on – Whistleblower; Audit Committee; and Corporate Governance/Nominating Committee. These portals will be continously expanded over time.

February 7, 2003

Yesterday, the SEC adopted final

Yesterday, the SEC adopted final rules regarding analyst certifications – see the related Washington Post article at

CCBN has posted a white paper on how to post corporate governance information on corporate websites –

For subscribers, we just posted several sample back-up certifications – with more samples to come soon.

February 6, 2003

William Donaldson had his Senate

William Donaldson had his Senate confirmation hearing yesterday – and sounds like the SEC will continue to not be a “kinder, gentler” place…the NY Times headline captures the essence of his testimony – “SEC Choice Says He’s No Harvey Pitt.”

The FEI is wrapping up a study on the compliance costs of Sarbanes-Oxley…could be an eye-opener…going private anyone?

For subscribers, we have posted our first interview – Lou Rorimer on Proxy Season Disclosure.

February 5, 2003

At a recent conference, Corp

At a recent conference, Corp Fin Director Alan Beller stressed that the SRO listing standard proposals would be out by the end of February – and that the SEC staff was still trying to “harmonize” the NYSE and Nasdaq proposals.

At its open meeting yesterday, the SEC proposed a self-regulatory organization for mutual funds – and postponed final rules on analyst certifications until today’s open meeting.

For subscribers, we have posted sample codes of ethics!

February 4, 2003

In analyzing the new attorney

In analyzing the new attorney conduct rules, the application to chief legal officers remains murky if that person uncovers the problem – as that person then must report to him/herself and get back to him/herself, etc. There are other issues like this that undoubtably will become grist for a staff legal bulletin.

Corporate governance reforms may not always be what they seem – check out this Washington Post article on Disney –

The SEC has posted the adopting release regarding disclosure of voting policies and records by mutual funds at

On, we are putting the finishing touches on our final redesign of the site – let us know if further tweaks are needed – send suggestions to We have also posted our February E-Minders at

February 3, 2003

On Wednesday, the Senate will

On Wednesday, the Senate will consider the confirmation of William Donaldson as SEC chair. Mr. Donaldson has been busy selling his multi-million dollar portfolio of securities in anticipation.