Devoted to Corporate Attorneys, Corporate Lawyers, and Corporate Counsel

The following is not meant to be legal advice.

On March 30, 2007, Gregory Coplans of Hitachi Data Systems was a speaker in Burlingame, CA on the topic of corporate legal ethics issues surrounding backdating.

Internal controls focused by Sarbanes Oxley mainly involve anything that impacts financial statements.

On the reasons for backdating, there were three categories:  sloppy recording keeping, self enrichment, deliberateness in the process of trying to recruit the best.

For those looking for a detailed discussion on options backdating, Mercury Interactive had a Form 10-Q that serves as a sample. 

The speaker advised against doing minutes for a meeting that one did not attend.  There was the example of a low level in house attorney getting terminated for drafting minutes for a meeting that did not occur.  The training discussed not minuting something that did not happen.  A secretary of the board of directors had a fiduciary duty to the company on making sure that the minutes are accurate even if a board of directors approved of minutes for something did not occur.