Sarbanes Oxley Primer For The Small Law Department

This primer provides a broad overview of several provisions of Sarbanes Oxley. It is intended to offer non-securities law practitioners practicing as in-house counsel, a brief introduction into SOX topics, and perhaps to provide a quick, summary level "brush-up" for securities practitioners. To aid readers in their understanding of the covered topics, this primer includes practice tips and several forms and reference materials in the Samples and Forms section at the end.

Quick Reference

Top Ten Indemnification Concerns in M&A Transactions

M&As are a reality of today's world. Read the ten Indemnifications concerns that you should be aware of when dealing with potential mergers.

Sample Form & Policy

Asset Purchase Letter of Intent

A letter of intent for use in connection with the purchase and sale of assets. Contains both non-binding and binding provisions and references various ancillary agreements.

Letter of Intent for Stock Purchase

A letter of intent for use in connection with the purchase and sale of capital stock.  Contains both non-binding and binding provisions and references ancillary agreements.

Nondisclosure Agreement

A nondisclosure agreement for use in connection with a potential acquisition, whether structured as an asset purchase, stock purchase, or otherwise.  Includes a two-year employee non-solicitation provision.

Preliminary Due Diligence Checklist Form

An example form of preliminary legal due diligence requests in connection with the purchase and sale of capital stock, but could be readily modified for an asset purchase transaction.  Focuses on legal due diligence and assumes the acquiring company and/or its accountants will separately make business and financial due diligence requests.


Stock Exchange and Quotation Services


Governmental Agencies

U.S. Department of Justice Home Page
SEC's Home Page
SEC's Plain English handbook
SEC's EDGAR Archives


Key Statutes, Regulations and Legislation

Securities Act of 1933
Securities Exchange Act of 1934

Committee Links

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