January 25, 2004

Nasdaq Posts a Form of

Following up on the superb analysis on SRO certifications in the Jan-Feb issue of The Corporate Counsel – which had just left the printers and should be in your mailbox very soon – Nasdaq just posted a Form of Corporate Governance Certification to be used by listed companies to certify as to a number of matters as required by its new governance rules.

This certification is not required by any single Nasdaq rule; rather it serves to address a number of rule requirements, including the nature of the audit committee’s composition; adoption of the requisite audit committee and nominating committee charters; that the board has executive sessions for its independent directors; and that the company has – or will have – adopted a code of conduct.
Nasdaq-listed companies must file this certification with Nasdaq’s Listed Qualification Department immediately following the company’s next annual meeting after January 15, 2004, but no later than October 31, 2004 (foreign private issuers and small business companies have until July 31, 2005).

Alan Dye’s Section 16 Transcript is Up!

Members of the NASPP or can access the transcript from the annual webcast that Alan Dye held recently regarding the latest developments on Section 16. Always an incredibly popular program – now in its 12th year – the transcript covers 36 distinct topics!