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The Skinny on Directors' Duties

What Sarbanes-Oxley Did Not Change, and What Directors Better Not Forget

It may be hard to remember this, but before July 2002, corporate directors did not spend their time attending Sarbanes-Oxley Act training seminars and getting lectures from all sorts of advisers on the new requirements of the securities and Exchange Commission, the NASDAQ Stock Market and the New York Stock Exchange.

Back then, audit committees and nominating committees usually went about their tasks without lawyers and without significant instruction from regulators. Governance committees were few and far between, and special investigations were at best an infrequent event.

Then came Sarbanes-Oxley. Yet with all of ...

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