Winter 2007

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Editor's Note . . .
We’re back with renewed focus!

Over the last year, we’ve been studying the direction of governance in a post Sarbanes-Oxley environment. That direction was determined by the results of the 2006 elections. Just as Eliot Spitzer’s prosecutions in New York resulted in increased government proceedings by the SEC, IRS, Treasury, Labor, DOJ and other state attorneys general nationwide, the return to bipartisanship in Washington and Ohio will result in even greater increases as we approach the 2008 elections.

So, we renew Acredula with a series on what you need to know if your organization becomes subject to a government investigation. The series will explore the differing responsibilities for directors, officers and legal officers when faced with a government investigation. This issue covers the first steps an organization should take during an investigation from the viewpoint of a corporate litigator, Kevin Kinross. Responding to numerous requests, we are also beginning a series on making your board meetings more effective.

The first article discusses the basics of executive sessions from the perspective of a public company attorney, Jeff Smith.

The Winter issue also introduces a series on creating an effective board by guest contributor, John Dix, president of Business Development Index in Columbus, Ohio and a member of numerous boards in the U.S. and Canada. His first article takes a look at the attributes of a quality board member.

Index to Acredula Winter 2007

The Board “Executive Session”
Lead article on the role of executive sessions of the Board in overall board governance and the enhanced scrutiny from Sarbanes-Oxley.

Responding to a Government Investigation- First Steps Must Be Quick But Deliberate
Discussion of the appropriate corporate response to a government investigation; how your organization answers the government’s call may even direct its existence.

Quality Board Members: What to Look for in Your Board
The importance of the attribute of independence in corporate board members from the perspective of guest contributor John Dix.

Note to Lawyers
Rule 1.13 of the new Ohio Rules of Professional Conduct, which replace Ohio’s Code of Professional Responsibility, imposes new duties for lawyers employed or retained by an organization effective February 1, 2007.