Improving Auditors' Effectiveness
In A Post-Enron EnvironmentImproving Auditors' Effectiveness
In A Post-Enron Environment
This is a version of an article co-authored for the Washington Legal Foundation with an experienced Finance professional and Audit Committee member, Henry Montgomery.
Federal
Securities Law and the Internet: Looking Backwards and At Today
In 1996, my former colleague Boris Feldman and I wrote an article, "Federal Securities Law and the Internet," which was published in 1 Cyberspace Lawyer 4 (July 1996). That article was based on the very limited SEC guidance to date. Since then, the Internet has grown and the SEC has issued new guidance. This article reprints the 1996 article and interlineates comments based on the new guidance, company practice, and court cases. History has vindicated our assessments.
This article, originally written in August 1999 and published in a PLI Securities Litigation handbook, follows up on the previous article, but in the broader context of shareholder derivative lawsuits based on parallel allegations in parallel securities class action lawsuits. It recommends that strict limits be set on such derivative lawsuits because they pose a special threat to the very corporations in whose purported interests they are asserted: namely, in trying to prove that officers and directors hurt the corporation by causing it to violate the securities laws, a derivative plaintff increases the probability thatthe corporation may be found liable to the plaintiffs in the underlying class action lawsuit.
Directors'
Reliance on Internal Controls in Light of Caremark and
W.R. Grace
Corporations are large entities. What if someone in the corporation breaks the law or gives bad advice? Does that mean that management and the Board of Directors is responsible? This article, originally written in August 1998 and published in a PLI Securities Litigation handbook, compares a recent Delaware Chancery Court opinion and SEC administrative opinion to analyze when corporate directors (and, by implication), officers may be safe or not safe in relying on the representations and opinions of corporate employees.