First and foremost, it is the right thing to do. By proactively addressing corporate governance and compliance issues, corporations can avoid unnecessary liability both for the company, and its directors and officers. For public companies, the Sarbanes-Oxley Act of 2002 and new NYSE and Nasdaq listing rules mandate new governance and compliance standards.

How Does Holland & Hart Approach Corporate Compliance?

Our corporate governance team is comprised of a cross-disciplinary group of attorneys who have substantial experience in compliance programs, corporate governance and securities disclosure, document retention, audit and other committee charters, along with civil and white-collar criminal litigation expertise.

Our approach is based on five principles of corporate compliance success:
Director and officer leadership/sponsorship
Clear and concise corporate policies
Ethical business conduct that enhances organizational performance
Systematic compliance and training programs for employees, with a written code of conduct
Dynamic compliance systems which are easily updated and monitored

Following a needs assessment, we work with your team to deliver a cost-effective solution, including a dynamic manual with advice and templates covering corporate compliance in the following areas:
Corporate Governance and Board Policies
Conflicts of Interest
Securities Disclosure and Insider Trading
Environmental, Health and Safety
Employment
International
Antitrust
Document Retention
Privacy Laws
And More

Our approach is based on coordinated compliance with Sarbanes-Oxley, listing requirements, case law, Organizational Sentencing Guidelines, DOJ Corporate Prosecution Principles, and substantive legal requirements.

In response to recent corporate scandals and stock market uncertainty, the Sarbanes-Oxley Act was signed by the President and became law in July of 2002. The Act makes dramatic changes to the reporting requirements of public companies, their directors and officers. The following provides links to the Sarbanes-Oxley Act of 2002, as well as several proposed SEC, NYSE, and Nasdaq disclosure rules.

Sarbanes-Oxley Act of 2002 Update - On January 15, 2003 the Securities and Exchange Commission (the 'SEC') approved the adoption of rules implementing five subject areas of the Sarbanes-Oxley Act of 2002 on five subjects.

"Corporate Governance: Avoiding Criminal Liability under Sarbanes-Oxley".

T2M Summit 2002--Directors and Officers Conference - In conjunction with Technology to Market (T2M), Holland & Hart recently sponsored a training retreat for directors and officers of public companies to learn about critical new corporate reforms.

Outline of Urgent Compliance Matters - Here you will find a list of actions that should be taken or considered as a result of the Sarbanes-Oxley Act, and several adopted or proposed rules of the Securities and Exchange Commission.

Frequently Asked Questions about Sarbanes-Oxley
http://www.sec.gov/divisions/corpfin/faqs/soxact2002.htm

Summary of SEC Actions and SEC-related Provisions Pursuant to the Sarbanes-Oxley Act of 2002
http://www.sec.gov/news/press/2003-89a.htm

Proposals to Reform Financial Reporting and Related Matters

SEC Study on Adoption by the U.S. Financial Reporting System of a Principles-Based Accounting System
http://www.sec.gov/news/press/2003-86.htm

Standards Relating To Listed Company Audit Committees
http://www.sec.gov/rules/proposed/34-47137.htm

Strengthening the Commission's Requirements Regarding Auditor Independence
http://www.sec.gov/rules/proposed/33-8154.htm

Implementation of Standards of Professional Conduct for Attorneys
http://www.sec.gov/rules/proposed/33-8150.htm

Disclosure in Management's Discussion and Analysis About Off-Balance Sheet Arrangements,
Contractual Obligations and Contingent Liabilities and Commitments
http://www.sec.gov/rules/proposed/33-8144.htm

Improper Influence on Conduct of Audits
http://www.sec.gov/rules/proposed/34-46685.htm

Additional Form 8-K Disclosure Requirements and Acceleration of Filing Date
http://www.sec.gov/rules/proposed/33-8106.htm

Disclosure in Management's Discussion and Analysis about the Application of Critical Accounting Policies
http://www.sec.gov/rules/proposed/33-8098.htm

Form 8-K Disclosure of Certain Management Transactions
http://www.sec.gov/rules/proposed/33-8090.htm

Proposed Amendments to Federal Sentencing Guidelines

Notice of Proposed Temporary, Emergency Amendments

Final Rules on Financial Reporting and Related Matters

SEC Adopts Attorney Conduct Rule Under Sarbanes-Oxley Act
http://www.sec.gov/news/press/2003-13.htm

Retention of Records Relevant to Audits and Reviews
http://www.sec.gov/rules/final/33-8180.htm

SEC Adopts Rules on Retention of Records Relevant to Audits and Reviews
http://www.sec.gov/news/press/2003-11.htm

Disclosure Required by Sections 406 and 407 of the Sarbanes-Oxley Act of 2002
http://www.sec.gov/rules/final/33-8177.htm

SEC Adopts Rules on Disclosure of Off-Balance Sheet Arrangements and Aggregate Contractual Obligations
http://www.sec.gov/news/press/2003-10.htm

Commission Adopts Rules Strengthening Auditor Independence
http://www.sec.gov/news/press/2003-9.htm

SEC Adopts Measures to Certify Management Investment Company Shareholder Reports
http://www.sec.gov/news/press/2003-8.htm

Insider Trades During Pension Fund Blackout Periods
http://www.sec.gov/rules/final/34-47225.htm

Conditions for Use of Non-GAAP Financial Measures
http://www.sec.gov/rules/final/33-8176.htm

Acceleration of Periodic Report Filing Dates and Disclosure Concerning Website Access to Reports
http://www.sec.gov/rules/final/33-8128.htm

Certification of Disclosure in Companies' Quarterly and Annual Reports
http://www.sec.gov/rules/final/33-8124.htm

Ownership Reports and Trading by Officers, Directors and Principal Security Holders
http://www.sec.gov/rules/final/34-46421.htm

File No. 4-460: Order Requiring the Filing of Sworn Statements Pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934
http://www.sec.gov/rules/other/4-460.htm

SEC Enforcement Actions

Six Former Senior Executives of Xerox Settle SEC Enforcement Action Charging Them With Fraud
http://www.sec.gov/news/press/2003-70.htm

SEC Finds PricewaterhouseCoopers LLP Engaged in Improper Professional Conduct
http://www.sec.gov/news/press/2003-65.htm

SEC Settles Sarbanes-Oxley Certification Case
http://www.sec.gov/litigation/litreleases/lr18293.htm

SEC, NYSE, NASD Fine Five Firms Total of $8.25 Million for Failure to Preserve E-Mail Communications
http://www.sec.gov/news/press/2002-173.htm

SEC Brings First Regulation FD Enforcement Actions
http://www.sec.gov/news/press/2002-169.htm

NYSE and Nasdaq Corporate Governance Proposals

NYSE
http://www.nyse.com/pdfs/corp_gov_pro_b.pdf

Nasdaq
http://www.nasdaq.com/about/Web_Corp_Gov_Summary Feb-revised.pdf

Corporate Governance Proposals Approved by the American Stock Exchange Board of Governors