November 18, 2003

Download “Internal Controls” Powerpoint for

For today’s “Internal Controls” webcast at 4 pm eastern time, download the Powerpoint from John Huber and Teri Iannaconi now. Download it as a PDF, if you don’t have the Powerpoint “viewer” that enables web downloads of powerpoint presentations.

Growing Interest in Director Education

Probably bolstered by the new NYSE standard on corporate governance guidelines (that requires director education to be addressed), I have been getting numerous questions on director education. As a result, we have commenced a Quick Survey on Director Education and Orientation on – please take a moment to share your experiences.

Here’s a coupla thoughts on directors colleges – we have a list of links to all of them on by the way – many directors believe internal programs can be more useful since discussion among similarly situated directors can occur, management can participate and topics can be tailored to the company’s circumstances (and it can save travel time and expenses).

Some companies also are exploring the use of reading material, multiple shorter programs at various times during the year by in-house or outside speakers, a long session or retreat devoted to a topic, or some combination of all.

Sharing Privileged Information with Buyers Without Waiving Privilege

In an interview with Brette Simon of Sheppard, Mullin, this dilemma is explored.

As Brette explains on one hand, it is incumbent on you – as the seller – to disclose to the buyer all material information relating to the business it is purchasing. On the other hand, should you share this confidential information with the potential buyer, you jeopardize waiving the attorney-client privilege with respect to the particular information, and, potentially, any other privileged information relating to the same subject matter.

This means that if litigation is pending – or is later filed against you – by a third party claimant (other than the buyer) regarding the problem, and the opposing party requests this confidential information, you will be unable to assert that it is privileged, and you will have to provide potentially damaging information to the claimant.