March 29, 2004

NYSE Updates – and Adds

Last week, the NYSE updated its corporate governance forms that were first made available last month. In addition, there are two new forms: one for affirming the audit committee’s composition at the time a IPO company lists on the NYSE and another to report any change of the audit committee’s composition.

The NYSE also has tweaked the instructions to Section 303A Annual & Interim Affirmations – and point out (in questions 6 and 7) that companies must submit the pdf version of the Section 303A Written Affirmations without modification, but that they can type the exhibits to the Affirmation on company letterhead.

Overcoming the Challenges of Real-Time Disclosure

On May 19th, we will hold a webcast – “Overcoming the Challenges of Real-Time Disclosure” – during which David Martin of Covington & Burlin, Ron Mueller of Gibson Dunn, Bill Tolbert of Jenner & Block, and Stacey Geer of BellSouth Corporation will discuss how to identify and overcome the challenges inherent in the SEC’s new disclosure framework.

In B.26 of our “Sarbanes-Oxley Law Firm Memos,” we now have more than 25 law firm memos on the topic!

Revision to OECD Principles of Corporate Governance Delayed

As pointed out to me by Mike Holliday, on Saturday, the NY Times reported on page C3 that a dispute has arisen that has delayed the announcement of a final version of the revised OECD Principles of Corporate Governance. The dispute is about France wanting to insert “encouraged” in place of “permitted” in the provision about employee participation in corporate governance, such as employee representation on boards.

This dispute illustrates how difficult it is to obtain agreement among numerous nations on any set of principles – it has been amazing that there has been so much global cooperation recently, particularly in the accounting arena.