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Choosing SOX over Dodd-Frank?

If you thought that Sarbanes-Oxley was bad - brace yourself for Dodd-Frank. Compare 66 pages to 2300+ pages - with hundreds of rule-making initiatives for various federal agencies, new and old. Corporate directors will, once again, be diverted from their key oversight role with a barrage of "best practices," most notably in the area of executive compensation. Rulemaking will reveal the haste with which Dodd-Frank was cobbled together as well as its ambiguities.

If you think that I'm exaggerating, for a great example of the law of unintended consequences, read the Current Report on Form 8-K of Newmont Mining Corporation filed on September 1, 2010 (found at, which reads, in part: "Section 1503(b)(1) of the [Dodd-Frank] Act requires a Current Report on Form 8-K if a company is issued an imminent danger order under … the Federal Mine Safety … Act … by the federal Mine Safety and Health Administration. On August 28, 2010, Newmont … received an Order stating that an employee … was observed accessing a piece of mine equipment while carrying a lunch box. The employee attached the box to his body without incident, which immediately terminated the Order."

Again - brace yourself.

Gary Brown

Gary M. Brown is the Chair of the Corporate Department (which includes securities and mergers and acquisitions) of Baker, Donelson, Bearman, Caldwell & Berkowitz, PC. Mr. Brown's practice centers on advising public companies and their officers and directors on corporate governance, securities and other compliance issues.

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