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Code of Ethics- The Practitioner's Guide To The Sarbanes Oxley Act- Downloadable PDF |
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Section 406 of the Sarbanes-Oxley Act of 2002 directs the Securities and Exchange Commission to issue rules that require corporations to state in their periodic reports whether or not they have adopted a code of ethics for senior financial officers, and if not, the reasons why they didnt. This article examines the effects of Section 406 and gives tips for drafting codes of ethics and business conduct.
# of downloadable pages: 53 pages
Chapter taken from The Practitioner's Guide To The Sarbanes Oxley Act
By Herbert S. Wander and Mark D. Woods
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Herber S. Wander
Mr. Wander is Partner in the corporate law department of Katten Muchin Rosenman LLP and concentrates on all aspects of business law, especially corporate governance, securities law, and M&A transactions.
He is a Former Chair of the Business Law Section and currently is Co-Chair of the SECs Advisory Committee on Smaller Public Companies which examines the impact of Sarbanes-Oxley Act on Smaller Public Companies. Mr. Wander graduated from Yale Law School in 1960 and is an accomplished lecturer at institutes and programs of various business and legal organizations.
Mark D. Wood
Mr. Wood concentrates his practice in corporate and securities law, and is Co-Chair of the firms Securities Law Practice Group. Mr. Wood represents issuers and investment banks in public offerings and private placements of equity and debt securities and in other securities matters. He also represents clients in complex corporate transactions, including tender offers, mergers, acquisitions, dispositions, joint ventures, strategic alliances, PIPEs, and private equity investments.
In addition, he counsels public companies on securities law compliance, disclosure, corporate governance, and compensation-related issues. Mr. Wood is an active member of the Committee on Federal Regulation of Securities of the Business Law Section of the American Bar Association and is a frequent speaker and writer on securities and corporate law topics. Mr. Wood earned a Bachelor of Science degree in Accountancy, with High Honors, from the University of Illinois in 1987 and graduated cum laude from the University of Michigan Law School in 1990. Mr. Wood is a Certified Public Accountant.
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