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

View other committee

ACC Sends Condolences in Wake of Paris Tragedy

On behalf of the Association of Corporate Counsel (ACC), board of directors, staff and entire ACC community, our heartfelt sympathies go out to the victims and families of the tragic events in Paris.

Paris is the home of many of our chapter leaders, members, country representatives, sponsors and the in-house community at large. We share in the grief and sadness of those that have lost loved ones or suffered physically or emotionally.

At this time we are not aware of anyone from the ACC network of families and friends that have been injured or lost. Our hearts go out to our colleagues and friends and family of loved ones in Paris. We pray for your safety and security.

– Veta T. Richardson, ACC President & CEO Continue