Volume 65 - Number 1

November 2009 Issue, Vol. 65 No. 1

The Business Lawyer

November 2009 Issue, Vol. 65 No. 1

Complete Collection for November 2009

65(2): 095 - 106 (November 2009)
The Sarbanes-Oxley Act of 2002 substantially revised the rules governing auditors of public companies, in an effort to counter the auditing weaknesses exposed in Enron, WorldCom, and similar fiascos. Among the most important changes were a substantial upgrade in the role and responsibility of corporate audit committees and the creation of a new agency, the Public Company Accounting Oversight Board. This article takes the position that rather than focusing on audit committees, effective reform of auditing lies in a significant step-up in the responsibility of auditors, by returning to the original purpose of an audit: to provide a fair and meaningful a picture as possible of a company's financial performance.

65(2): 107 - 151 (November 2009)
The Task Force on Delineation of Governance Roles and Responsibility to examine whether, in the large U.S. public corporation, the decision rights and responsibilities of shareholders and boards of directors are shifting and, if so, the implications of any such shift. Seasoned lawyers representing shareholder, corporate, and academic perspectives comprise the Task Force and have engaged in a series of meetings over the past ten months to discuss shareholder and board roles - roles that are under increasing regulatory pressures in the light of the financial crisis.

65(2): 153 - 160 (November 2009)
The proposed amendments address shareholder voting in two principal ways. First, the amendments add a new section 7.09 that permits shareholders to participate in annual and special shareholder meetings by means of remote communication to the extent the board of directors authorizes such participation and subject to guidelines and procedures the board adopts. Section 7.05 is also proposed to bed amended to address notice issues where the board of directors authorizes such shareholder participation by remote communication. Second, a series of amendments to sections 7.03, 7.05, 7.07 and 7.20 of the Act are proposed that would authorize directors to bifurcate the record date for receipt of notice of a meeting from the record date for determining the shareholders entitled to vote at that meeting.

65(2): 161 - 192 (November 2009)
This report is a commentary on customary practice with respect to third-party legal opinions given in venture capital financing transactions, defined for this purpose as equity investments in privately held companies by professional investors. Although the Report sometimes refers to these companies as "venture-backed companies," this Report is not restricted to the financing of technology companies as such term might imply. An objective of this Report is to give opinion practitioners guidance on whether specific opinions are appropriate.

65(2): 193 - 226 (November 2009)
This is the fifth survey from the Corporate Compliance Committee. This Survey summarizes significant legal developments from the last year regarding corporate compliance and ethics programs, which consist of an organization’s code of conduct, policies, and procedures designed to achieve compliance with applicable legal regulations and internal ethical standards. Part I reviews significant regulatory developments, and Part II reviews signifi cant case law developments.

65(2): 227 - 228 (November 2009)
This is the introduction to the survey summarizes that the significant legal developments Cyberspace Law since the Cyberspace Law Committee’s last survey in 2008.

65(2): 229 - 250 (November 2009)
This is part of a survey that summarizes the significant legal developments Cyberspace Law since the Cyberspace Law Committee’s last survey in 2008. This piece focuses on intellectual property developments.

65(2): 251 - 260 (November 2009)
This is part of a survey that summarizes the significant legal developments Cyberspace Law since the Cyberspace Law Committee’s last survey in 2008. This piece summarizes cases dealing with domain name issues.

65(2): 261 - 269 (November 2009)
This is part of a survey that summarizes the significant legal developments Cyberspace Law since the Cyberspace Law Committee’s last survey in 2008. This piece discusses updates pertaining to stored-value products.

65(2): 271 - 283 (November 2009)
This is part of a survey that summarizes the significant legal developments Cyberspace Law since the Cyberspace Law Committee’s last survey in 2008. This piece discusses generally how state money transmitter licensing laws currently address prepaid cards.

65(2): 285 - 307 (November 2009)
This is part of a survey that summarizes the significant legal developments Cyberspace Law since the Cyberspace Law Committee’s last survey in 2008. This piece summarizes developments in privacy law updates in the U.S., Canada and the EU.

65(2): 309 - 316 (November 2009)
This is part of a survey that summarizes the significant legal developments Cyberspace Law since the Cyberspace Law Committee’s last survey in 2008. This piece discusses developments in internet gambling.

65(2): 317 - 327 (November 2009)
This is part of a survey that summarizes the significant legal developments Cyberspace Law since the Cyberspace Law Committee’s last survey in 2008. This piece reviews electronic contracting cases decided between June 15, 2008, and June 15, 2009.

65(2): 227 - 327 (November 2009)
This is the complete survey that summarizes the significant legal developments Cyberspace Law since the Cyberspace Law Committee’s last survey in 2008.

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