Newsletters

Sarbanes-Oxley Act of 2002

Employers have a general duty under the Occupational Safety and Health Act (OSHA) to provide a workplace free from "recognized" hazards. A violation of this duty can lead to criminal sanctions in addition to civil penalties. An employer can also be exposed to liability under occupational safety and health regulations promulgated by the Secretary of the Department of Labor. Directors and high-level executive officers must act to reduce or eliminate workplace dangers or risk OSHA liability.

Pre-Incorporation Contracts of Promoters

Persons who enter into contracts on behalf of a corporation yet to be formed are considered "promoters." Such pre-incorporation contracts raise issues regarding the rights and liabilities of the promoter and the new corporation.

Criminal Liability of Corporate Officers

Under Section 807 of The Sarbanes-Oxley Act of 2002 (Act),1 any person who knowingly commits securities fraud is subject to a hefty fine, a prison term of up to 25 years, or both. Section 807 does not criminalize securities laws violations for the first time; however, it does combine several existing laws so as to facilitate and streamline federal prosecutions. Section 807 does impose significantly harsher criminal penalties than the penalties prescribed under prior laws.

Investment Advisor Codes of Ethics

Rule 204A-1 of the Securities and Exchange Commission, adopted pursuant to the Investment Advisers Act of 1940, requires implementation of codes of ethics by investment advisers. Each adviser's code of ethics must include a standard of conduct and must require compliance with federal securities laws. The codes also must require that investment adviser employees must report their personal stock transactions, and copies of the codes must be made available to clients of the investment advisor.

Bonds

Bonds are debt securities issued by governments, corporations, and other entities. In return for the loan of money to the issuer represented by the bond, the issuer promises to pay a set rate of interest over the life of the bond and then pay back the principal or face value of the bond to the investor when the bond matures or becomes due.