August 18, 2005

Internal Controls Update: The Big 4 Speak

I am busy working with the three panels for our special webcast series on the ’33 Act reform – and pretty excited about how they are being structured (along the lines of a chronological walk-through of a new deal, broken out by type of issuer).

I am also very excited to announce a new webcast for October 3rd – “Internal Controls Update: The Big 4 Speak” – featuring a former SEC Corp Fin Director and the top 404 expert from each of the Big 4 accounting firms. This panel will analyze the current developments affecting Year Two of 404:

John Huber, Partner, Latham & Watkins LLP
Craig Crawford, Partner-in-Charge of the Audit Group of the Department of Professional Practice, KPMG LLP
George Tucker, Partner and Director of International Auditing Standards, Ernst & Young LLP
Garrett Stauffer, Senior Partner and Leader of US Corporate Governance Practice, PricewaterhouseCoopers LLP
Steve Wagner, Partner and Leader of the US Center for Corporate Governance, Deloitte & Touche LLP

Now is the time to upgrade your license for to allow others in your company – such as your CFO and controller – to listen to the latest guidance on both the ’33 Act reform and Section 404 at the reduced rates available in our “Rest of 2005” no-risk trial.

Fleshing Out the Board Evaluation Process

Lately, I have been having some interesting emails and conversations with members on how to approach the board evaluation process, particularly the role – if any – of outside counsel. In this podcast, Andy Tebbe of King & Spalding explains how to tweak the board evaluation process to make them more effective, including:

– Why are companies doing board evaluations?
– What types of questions should be asked on an evaluation?
– Do you have any recommendations for how to make the process go more smoothly?
– How many of your clients seek your help to compile board evaluation results and is their any typical profile of them?
– What is typical board evaluation process that uses third party to compile (oral, written, combo)?
– Does the attorney-client privilege apply?
– What do you recommend that your clients do with the findings? Destroy or document?

ABA’s New Resolution on Attorney-Client Privilege

During the recent ABA Annual Meeting, the ABA’s House of Delegates passed a fairly strongly worded resolution opposing government pressure on the attorney-client privilege – the resolution was adopted in the form of this ABA Task Force on Attorney Client Privilege Recommendation No. 111, which I also have copied below (and here is a professor’s commentary on this new resolution):

RESOLVED, that the American Bar Association strongly supports the preservation of the attorney-client privilege and work product doctrine as essential to maintaining the confidential relationship between client and attorney required to encourage clients to discuss their legal matters fully and candidly with their counsel so as to (1) promote compliance with law through effective counseling, (2) ensure effective advocacy for the client, (3) ensure access to justice and (4) promote the proper and efficient functioning of the American adversary system of justice; and

FURTHER RESOLVED, that the American Bar Association opposes policies, practices and procedures of governmental bodies that have the effect of eroding the attorney-client privilege and work product doctrine and favors policies, practices and procedures that recognize the value of those protections.

FURTHER RESOLVED, that the American Bar Association opposes the routine practice by government officials of seeking to obtain a waiver of the attorney client privilege or work product doctrine through the granting or denial of any benefit or advantage.