Regulatory Materials

	Corporate Governance Subcomponent Folders
Articles View FoldersA New Idea for Executive Compensation and Corporate Governance   Glossary View FoldersAcquiring PersonAcquisitionBusiness Judgment RuleControlling InterestControl SharesFair ValueInterested StockholderIssuing Corporation   Legal Cases View FoldersIn Re Disney CaseIntegrated Health Services v Elkins et al   News View FoldersTIAA-Cref Corporate Governance Policy on Executive Compensation   Regulatory Materials View FoldersFinal NYSE Corporate Governance RulesReport Pursuant to Section 704 of theSarbanes-Oxley Act of 2002Sarbanes Oxley Act: Corporate ResponsibilitySARBANES-OXLEY ACT OF 2002SEC Disclosure Regarding Nominating Committee Functions and Communications Between Security Holders and Boards of DirectorsSEC Disclosure Required by Sections 406 and 407 of the Sarbanes-Oxley Act of 2002SEC: Final Rule: Additional Form 8-K Disclosure Requirements and Acceleration of Filing DateSEC Rule Revision Regarding 8-k Disclosure RequirementsSEC Standards Relating to Listed Company Audit CommitteesSEC: Study Pursuant to Section 108(d) of the Sarbanes-Oxley Act of 2002 on the Adoption by the United States Financial Reporting System of a Principles-Based Accounting SystemSection 402 of Regulation S-K: Executive CompensationStatement of The SEC Concerning Financial PenaltiesWilliam H. Donaldson Speech on Corporate GovernanceWilliam H. DonaldsonTestimony Concerning Implementation of the Sarbanes-Oxley Act of 2002State Regulatory StatutesDelaware Judge Veasey Letter to SEC: Proposed Rule: Security Holder Director NominationsSEC: Regulation-S-KSEC ROUNDTABLE ON PROPOSED SECURITY HOLDER DIRECTOR NOMINATIONS RULES (March 10, 2004)

• Final NYSE Corporate Governance Rules
  The following excerpt was taken from the Final Corporate Governance Rules of the New York Stock Exchange approved by the Securities & Exchange Commission on November 4, 2003. The final rules are codified in Section 303A of the NYSE's Listed Company Manual. Companies listed on the NYSE must comply with certain standards regarding corporate governance as codified in Section 303A. Consistent with the NYSE's traditional approach, as well as the requirements of the Sarbanes-Oxley Act of 2002, certain provisions of Section 303A are applicable to some listed companies but not to others.
• Report Pursuant to Section 704 of theSarbanes-Oxley Act of 2002
• Sarbanes Oxley Act: Corporate Responsibility
  Section 301 of the Sarbanes Oxley specifically deals with Corporate Responsibility.
• SARBANES-OXLEY ACT OF 2002
  An Act To protect investors by improving the accuracy and reliability of corporate disclosures made pursuant to the securities laws, and for other purposes.
• SEC Disclosure Regarding Nominating Committee Functions and Communications Between Security Holders and Boards of Directors
  Summary: We are adopting new disclosure requirements and amendments to existing disclosure requirements to enhance the transparency of the operations of boards of directors. Specifically, we are adopting enhancements to existing disclosure requirements regarding the operations of board nominating committees and a new disclosure requirement concerning the means, if any, by which security holders may communicate with directors. These rules require disclosure but do not mandate any particular action by a company or its board of directors; rather, the new disclosure requirements are intended to make more transparent to security holders the operation of the boards of directors of the companies in which they invest.
• SEC Disclosure Required by Sections 406 and 407 of the Sarbanes-Oxley Act of 2002
  Summary: We are adopting rules and amendments requiring companies, other than registered investment companies, to include two new types of disclosures in their annual reports filed pursuant to the Securities Exchange Act of 1934. First, the rules require a company to disclose whether it has at least one "audit committee financial expert" serving on its audit committee, and if so, the name of the expert and whether the expert is independent of management. A company that does not have an audit committee financial expert must disclose this fact and explain why it has no such expert. Second, the rules require a company to disclose whether it has adopted a code of ethics that applies to the company's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A company disclosing that it has not adopted such a code must disclose this fact and explain why it has not done so. A company also will be required to promptly disclose amendments to, and waivers from, the code of ethics relating to any of those officers. These rules implement the requirements in Sections 406 and 407 of the Sarbanes-Oxley Act of 2002. We also request additional comments regarding the appropriate treatment of foreign private issuers in light of our proposed rules implementing Section 301 of the Act.
• SEC: Final Rule: Additional Form 8-K Disclosure Requirements and Acceleration of Filing Date
  We are expanding the number of events that are reportable on Form 8-K under the Securities Exchange Act of 1934. These amendments add eight new items to the form, transfer two items from the periodic reports and expand disclosures under two existing Form 8-K items. Due to the increase in reportable events under the form, we are reorganizing the Form 8-K items into topical categories. The amendments also shorten the Form 8-K filing deadline for most items to four business days after the occurrence of an event triggering the disclosure requirements of the form. Finally, we are adopting a limited safe harbor from liability for failure to file certain of the required Form 8-K reports. These amendments are responsive to the "real time issuer disclosure" mandate in Section 409 of the Sarbanes-Oxley Act of 2002. They are intended to provide investors with better and faster disclosure of important corporate events.
• SEC Rule Revision Regarding 8-k Disclosure Requirements
  The rules adopt amendments that increase the number of events requiring disclosure on Form 8-K and accelerate the filing deadline for that form. This document corrects certain errors in the regulatory text of the adopting release.
• SEC Standards Relating to Listed Company Audit Committees
  SUMMARY: As directed by the Sarbanes-Oxley Act of 2002, we are adopting a new rule to direct the national securities exchanges and national securities associations to prohibit the listing of any security of an issuer that is not in compliance with the audit committee requirements mandated by the Sarbanes-Oxley Act of 2002. These requirements relate to: the independence of audit committee members; the audit committee's responsibility to select and oversee the issuer's independent accountant; procedures for handling complaints regarding the issuer's accounting practices; the authority of the audit committee to engage advisors; and funding for the independent auditor and any outside advisors engaged by the audit committee. The rule implements the requirements of Section 10A(m)(1) of the Securities Exchange Act of 1934, as added by Section 301 of the Sarbanes-Oxley Act of 2002. Under the rule, listed issuers must be in compliance with the new listing rules by the earlier of their first annual shareholders meeting after January 15, 2004, or October 31, 2004. Foreign private issuers and small business issuers will have additional time to comply. In addition, we are adopting amendments to make several changes to our current disclosure requirements regarding audit committees.
• SEC: Study Pursuant to Section 108(d) of the Sarbanes-Oxley Act of 2002 on the Adoption by the United States Financial Reporting System of a Principles-Based Accounting System
• Section 402 of Regulation S-K: Executive Compensation
• Statement of The SEC Concerning Financial Penalties
  In this lengthy and rare statement by the SEC, the agency provides its legislative authority for issuing financial penalties against issuers.
• William H. Donaldson Speech on Corporate Governance
• William H. DonaldsonTestimony Concerning Implementation of the Sarbanes-Oxley Act of 2002

• State Regulatory Statutes

• Delaware Judge Veasey Letter to SEC: Proposed Rule: Security Holder Director Nominations
  Delaware Judge Veasey Letter to SEC: Proposed Rule: Security Holder Director Nominations
• SEC: Regulation-S-K
• SEC ROUNDTABLE ON PROPOSED SECURITY HOLDER DIRECTOR NOMINATIONS RULES (March 10, 2004)
  This SEC sponsored Roundtable Discussion focuses on both sides of the issue of shareholder nominations of directors. This is simply one the best discussions on the issue you can find. It is an unofficial transcript of the proceding, with the brightest minds discussing the issue. It is worth the read if you want an up front look at the current corporate governance debate.