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"Please Sign Here"-- Preparing For Those CEO/CFO Certifications By Stephen D. Poss, P.C. of Goodwin Procter LLP Section 302 of the Sarbanes-Oxley Act requires that CEOs and CFOs must certify a review in each annual and quarterly report. This article discusses those certifications. SEC Expands and Accelerates Form 8-K Reporting By Dorsey & Whitney LLP SEC Expands and Accelerates Form 8-K Reporting By Dorsey & Whitney LLP "Please Sign Here"-- Preparing For Those CEO/CFO Certifications By Stephen D. Poss, P.C. of Goodwin Procter LLP

News & Analysis

Latest News

• Icahn prepared to buy Circuit City if Blockbuster can't (AP)
• Survey says executives see oil prices falling (AP)
• Citigroup to shed nearly $500B in assets (AP)
• ArcelorMittal sues Esmark over aborted steel mill sale (AP)

Research Tools

Associations

• American Institute of Certified Public Accountants Features accounting news and resources.
• American Society of Corporate Secretaries Features a calendar of events and links.
• Business for Social Responsibility Features white papers on business ethics, corporate social responsibility, governance and accountability, and more.
• Financial Accounting Standards Board Features articles, reports and other resources.
• International Accounting Standards Board Features summaries of international accounting standards, IASB decisions, and IFRIC decisions.
• National Association of Corporate Directors Features articles on corporate governance and board leadership.
• The Conference Board Includes corporate governance resources.

Government Resources

• Small Business Administration Includes resources on small business management.
• U.S. Securities and Exchange Commission News, forms, litigation, EDGAR, and regulatory actions.

Laws

• Ending the Double Standard for Stock Options Act (S. 1940) A bill to amend the Internal Revenue Code of 1986 to provide that corporate tax benefits from stock option compensation expenses are allowed only to the extent such expenses are included in a corporation's financial statements.
• Proposed Rule: Certification of Disclosure in Companies' Quarterly and Annual Reports 17 CFR Parts 232, 240 and 249.
• Sarbanes-Oxley Act of 2002 Public Law 107-204. To protect investors by improving the accuracy and reliability of corporate disclosures made pursuant to the securities laws, and for other purposes. (PDF)
• Sarbanes-Oxley Act of 2002 Public Law 107-204. To protect investors by improving the accuracy and reliability of corporate disclosures made pursuant to the securities laws, and for other purposes. (TEXT)
• State Corporations Laws From the Legal Information Institute, Cornell Law School.
• Statement Under Oath of Principal Executive Officer and Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings From the U.S. Securities and Exchange Commission. Form of sworn written statement required of principal executive and financial officers regarding the material truthfulness of their company's periodic reports.
• Uniform Business and Financial Laws Locator From the Legal Information Institute, Cornell Law School.

Web Sites

• Accounting for Stock-Based Compensation Summary of FASB Statement No. 123.
• CalPERS Shareowner Forum Features corporate governance and financial market reform principles.
• Corporate Governance Remarks by Alan Greenspan at the Stern School of Business, New York University, New York, New York. (Mar 26, 2002)
• Corporate Governance From the Organisation for Economic Cooperation and Development. Includes corporate governance principles, reports and newsletters.
• Corporate Governance From the Cato Institute. Features opinions and commentaries on corporate governance.
• Corporate Governance and Executive Compensation Hearing before the US Senate Committee on Finance. (Apr 18, 2002)
• CorpWatch Features resources on Enron, globalization, and more.
• Executive Paywatch Monitors and urges curtailing the excessive salaries and perks chief executive officers.
• Financial Executives International Includes articles, news, finance tools and more.
• Stock Options and Related Matters Remarks by Alan Greenspan at the 2002 Financial Markets Conference of the Federal Reserve Bank of Atlanta. (May 3, 2002)
• The Enron Crisis: The AICPA, The Profession & The Public Interest Features background documents, toolkits, and other resources regarding Enron and auditor independence issues.
• The Stock Options Controversy And The New Economy By James V. DeLong, Competitive Enterprise Institute. (Jun 11, 2002)
• Treatment of Employee Stock Options in the U.S. National Economic Accounts By Carol Moylan, Bureau of Economic Analysis, U.S. Department of Commerce.

Westlaw Databases

• Accountant's Liability (PLIREF-ACCT)
• Compliance Programs & the Corporate Sentencing Guidelines (CPCSG)
• Corporate Compliance Series Multibase (CORPC)
• Corporate Compliance Series: Antitrust (CORPC-ATR)
• Corporate Compliance Series: Environmental (CORPC-ENV)
• Corporate Compliance Series: Intellectual Property (CORPC-IP)
• Corporate Compliance Series: Product Liability (CORPC-PL)
• Corporate Compliance Series: Securities (CORPC-SEC)
• Corporate Law & Practice (PLIREF-CORPL)
• Corporate Law Daily (BNA-CLD)
• Corporate Legal Departments (PLIREF-CORPLEG)
• Corporate materials from both Course Handbooks and Reference Books (PLICORP-ALL)
• Corporate Reference Books Multibase (PLIREF-CORP)
• Corporate Scandals - Congressional Bills (CORPSCAN-BILLS)
• Corporate Scandals - Congressional Hearings (CORPSCAN-CONG)
• Corporate Scandals - Documents (CORPSCAN-DOC)
• Corporate Scandals - News (CORPSCAN - NEWS)
• Corporate Scandals Materials from BNA (CORPSCAN-BNA)
• Corporate Venturing News (CORPVENTN)
• Corporation Forms (CORPFORMS)
• Daily Report for Executives (BNA-DER)
• Directors' and Officers' Liability (PLIREF-DIRLIAB)
• Doing Business on the Internet: Forms and Analysis (DOBUSNET)
• Financial Management (FINLMGMT)
• Financing, Companies Seeking: FirstList (FL-LFED)
• Fletcher Corporation Forms Annotated (FLTR-FRM)
• Fletcher Corporation Multibase (FLETCHER)
• Fletcher Cyclopedia of the Law of Private Corporations (FLETCHER-CYC)
• Global Guaranty (GLGNTY)
• Going Public: The IPO Reporter (GPIPOR)
• Institutional Investor (INSTINV)
• Legal Compliance Checkups: Business Clients (LCOMPLC)
• Management Briefing (BNA-BMB)
• Principles of Corporate Governance: Analysis and Recommendations (ALI-CORPGOV)
• Rutter Group, The - California Practice Guide: Corporations (TRG-CACORP)