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.
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
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.
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.
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.
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
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