The complexity and scope of NASDAQ regulation and public security laws have
made it difficult for company officers to keep track of all the requirements
that are relevant to them. These laws and regulations were made after the
Sarbanes-Oxley Act, a legislation passed by the U.S. Congress to protect the
general public and shareholders from dishonest practices in the enterprise.

Public Companies need to consult their counsel in advance when they make
even the slightest bit of activity or declaration.

These specific situations cause the biggest impact for a public company.

* Be cautious that there is no “short-swing” violation when engaging
in any type of transaction whether it be for selling or buying stock.

* Have the counsel advise all of the possible violations of insider
trading when selling or buying stock.

* Be cautious when talking to friends, acquaintances, the press, or
investment professionals about the company.

* Don’t compromise an offering by implicating the “gun-jumping”
rules with planned activities such as press coverage and speeches. The
activities would be viewed as an illegal offering of the securities before
they are offered.

* Check the SEC reporting calendar every day to make sure that
compliance requirements and deadlines are met.

* Make an assumption that everything that happens to the company and
material transaction may need to be reported under the Form 8-K rules and
possibly a press release.