Since the passage in July 2002 of the Sarbanes-Oxley Act, its purpose of establishing a new overall structure of accountability by public companies in financial reporting and disclosure, audits, conflicts of interest and governance has become well-known to attorneys, accountants and corporate officials, as well as to much of the general public.

This program recording was prepared in June 2003 at a time when rule-making bodies such as the SEC, the U.S. Department of Justice, the NASD and the NYSE were busily building this structure of accountability by implementing detailed new regulations and procedures to govern how corporate officials, and their lawyers and accountants, fulfill their responsibilities under the Act.

The experienced faculty members, representative of in-house counsel, outside counsel and regulatory bodies, will highlight the key provisions of Sarbanes-Oxley and the regulations in place by early June 2003:

* new corporate governance rules and the make up and operation of corporate governance, audit and compensation committees

* the new corporate financial disclosure obligations of the principal executive officers and financial officers of public companies

* the “ . . . minimum standards of professional conduct for attorneys appearing and practicing before the Commission in any way in the representation of issuers” (Section 307 of the Sarbanes-Oxley Act), including the obligations to report illegalities to a company’s general counsel or chief executive officer, or further “up the corporate ladder,” if necessary

* new rules controlling and defining conflicts of interest for outside auditors and securities analysts.

Of special benefit is how the panelists will offer their practical advice on:

* the role and responsibility of lawyers, both inside and outside counsel, in helping their clients establish and operate these “disclosure procedures, controls and committees” that lead to officers’ certification of financial statements

* how the lawyer’s work in this regard must be tailored to the specific company/client: its size, culture, style, particular industry or endeavor, etc.

* how the attorney-client privilege is defined and maintained in this environment.

Program Contents

· Overview of Sarbanes-Oxley and Recent SEC Regulations

· Requirements for and Composition of Committees

· Audit Committees and Corporate Governance

· The Audit Committee and Role of the Creditor

· Attorney Professional Conduct Rules

· Disclosure and Internal Controls

· Public Company Accounting Oversight Board

· Enforcement

Program Speakers

Guy P. Lander, Esq. (Chair)
Davies Ward Phillips & Vineberg LLP
New York City

Wayne M. Carlin, Esq.
Regional Director NE Regional Offices
United States Securities
and Exchange Commission
New York City

Edward H. Cohen, Esq.
Katten Muchin Zavis
Rosenman
New York City

Edward H. Fleischman, Esq.
Linklaters
New York City

Samuel Forstein, Esq.
Assistant General Counsel
U.S. Securities and Exchange Commission
Washington, D.C.

Janet Thiele Geldzahler, Esq.
Sullivan & Cromwell LLP
Washington, D.C.

Dan L. Goldwasser, Esq.
Vedder, Price, Kaufman
& Kammholz
New York City

Carol Hansell, Esq.
Davies Ward Phillips
& Vineberg LLC
Toronto, Ontario

Richard R. Howe, Esq.
Sullivan & Cromwell LLP
New York City

Wayne Kolins, CPA
Partner—National Director of Assurance
BDO Seidman
New York City

Robert L. Messineo, Esq.
Weil Gotshal & Manges LLP
New York City

Charles F. Raeburn, Esq.
Senior Corporate Counsel
Pfizer Inc.
New York City

Total MCLE Credits                        6.0

Ethics MCLE Credits                       1.0

* Each additional person who uses the tapes for MCLE credit must purchase a copy of the coursebook.