Pre-Filing Matters – What do Sarbanes-Oxley and Dodd-Frank require? – (21)

employment benefits (“golden parachutes”) upon the occurrence of certain events.
What is the organizational meeting?
The IPO process usually starts moving rapidly beginning with an organizational meeting attended by representatives of the company, its accountants and counsel, the underwriters and their counsel. The meeting generally includes discussion of the timeline for the offering, the general terms of the offering and the responsibilities of the various parties. Also discussed is the timing of the audited financial statements to be included in the prospectus and any accounting matters or policies that may be of concern. The participants will also discuss reasons for potential timing delays—for example, significant acquisitions or the need for financial statements relating to acquisitions or the need to retain additional executive officers.
The organizational meeting may also include presentations by the company’s management, some initial due diligence questions by the underwriters and their counsel and a general discussion of the scope and level of comfort that the accountants will be asked to provide with respect to the financial information included in the prospectus.
What do Sarbanes-Oxley and Dodd-Frank require?
The requirements of Sarbanes-Oxley, as augmented byDodd-Frank, include:
a prohibition on most loans to officers and executive directors;
limitations on the use of non-GAAP financial measures;
disclosure of material off-balance sheet arrangements;

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