DAD Rules!

If your company is on the Pink Sheets LLC's OTCQX you can avoid the onerous expense of Sarbanes-Oxley and still be visible to the public. However you do need to adhere to the Pinks Sheets' fules for disclosure posted at the OTCQX in PDF format. Also to avoid reporting to the SEC you must have fewer than 300 shareholders of record (500 if you have assets under $10 mil.). That's not as hard as it used to be since a broker holding many people's stock in street name is counted as only 1 shareholder of record!

You also must have a Designated Advisor for Disclosure (DAD). Although there has not been enough time for independently written How To articles on this subject, we expect to soon see a relevent supplement to Rieves & Lefebvre's "Investor Relations for the Emerging Company". As soon as it is available you will find it in the book department of BullAndBearGifts.com.

For more information on DADs and listing on the OTCQX, go to The IR Dream Team.

Publications and General Information

• Recent Regulations -- at NIRI. Page with links to news on RegD, Sarbanes-Oxley and other regulations.
• Governance Magazine -- in the UK.
• Directors and Boards magazine
• Corporate Board Member -- Magazine for directors of public companies. Some articles on shareholder relations.
• Conference Board and "Across The Board" Magazine
• Investor Responsibility Research Center (IRRC) -- "Corporate Proxy Resource" and "Corporate Governance Bulletin " subjscriptions.
• CCH Wallstreet -- "The Securities Compliance Network ". Offers automated and customized tools to address written supervisory procedures, licensing exam preparations, and corporate governance to help you with compliance. Has a lot of good, free, headlines.

Sarbanes-Oxley

• The entire text of Sarbanes-Oxley in PDF format at FindLaw.com.
• The SEC's press release outlinging Sarbanes-Oxley
• The SEC's FAQ regarding Sarbanes-Oxley
• Summary of Sarbanes-Oxley Act of 2002 by the AICPA.
• Ongoing information RE Sarbanes-Oxley maintained by the FMS.
• Sarbanes Oxley 101 - Online guide to the Sarbanes-Oxley Act of 2002 and SOX compliance for businesses.
• Bowne File16 Update.
• Sarbanes-Oxley.com -- news and articles sponsored by Karl Nagel & Co. Helps firms to stay abreast of the proposed and final rules and regulations issued by the SEC to implement the Sarbanes-Oxley Act (SOX).
• Beyond SOX by Cognos -- Compliance resources for visionary CFOs.
• Public Company Accounting Oversight Board -- private-sector, non-profit corporation, created by the Sarbanes-Oxley Act of 2002.
• SEC Institute Online -- Holds workshops and seminars.

Corporate Governance Organizations

• Corporate Governance Network
• National Association of Corporate Directors (NACD)
• Corporate Directors Forum
• International Corporate Governance Network (ICGN)
• European Corporate Governance Institute (ECGI)
• European Corporate Governance Service (ECGS)
• World Bank's Corporate Governance Information
• Directors.org -- Information, education and services for directors and officers of public companies or of companies who want to go public.
• The Institute of Internal Auditors(IIA)
• The Corporate Library -- international corporate governance research.
• Institutional Shareholder Services -- Yahoo Finance uses these ratings on their company profile pages.

Corporate Governance Ratings

• The Corporate Governance Quotient -- created by Institutional Shareholder Services. Currently the most comprehensive coverage, including all the NYSE and NASDAQ NMS plus some AMEX and NASDAC SMC. Your company can get its own score free of charge a couple of times per year.
• GovernanceMetrics International (GMI) -- Your company can get its first report free of charge and can receive subsequent numberical scores (only) free of charge.
• S&P's "Governance Services" -- a menu option on the right-hand side of the page the last time we looked. Includes Corporate Governance Scores (CGS) and Transparency & Disclosure Rankings (TDR). The TDR report is online, free of charge and was a one-time study. The CGS is paid for by the company for its internal use and the report posted (free for all to see) only if the company wishes to have it posted.
• The Corporate Library -- Click on "Research Products" for free trial access to The Corporate Library’s Board Analyst database, including a sample of the new Board Effectiveness Ratings.
• Council of Institutional Investors (CII) -- This group does not assign a rating for all public companies but in their "Corporate Governance" section does maintain a "Focus List" of companies with especialliy poor corporate governance. The list is free, online at their site.
• Investor Responsibility Research Center (IRRC) -- Their "Benchmarker" product incorporates corporate governance practices.
• Glass Lewis -- Their "CorpUS Report" includes financial transparency and corporate governance.

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