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10 Editor’s Note 12 Contributors In The News 15-What, Us Worry? Brobeck’s clients claim to be untroubled by the firm’s collapse. But there’s plenty to be worried about. 16-Not A Good Thing Martha Stewart Living Omnimedia investors allege insider trading by the GC. 18-Governance By The Numbers Several investor services are now grading businesses on whether their internal structures and policies are trustworthy. - 20-The SEC Gets An Earful Excerpts from top lawyers’ public comments on Sarbanes-Oxley. 22-Public Access Switch-Hitter The new GC of the National Security Archive goes unclassified. Deals & Suits 29 -Wheeling, Dealing, And Suing Cadbury Schweppes’s sweet bid for Adams Confectionery is accepted; Seagate Technology and Chicago Merc go public; Halliburton settles its asbestos problem. On the Job 43 -Moves Disney’s deputy gets GC spot; departing IBM GC divides time between firm and bank; GRAMMY’s new legal counsel debuts. 43 -Profile: Out Of The Fire Maura Abeln Smith leaves troubled Owens Corning for the tranquility of International Paper. 51 -Legal Manager: Not Just For The Big Guys Sarbanes-Oxley affects many privately held companies too. By Bradley S. Rodos D.C. WATCH 55 -Around Town: Louder Than Ever The SEC may adopt a “noisy withdrawal” rule after all — and in-house attorneys may have to make the noise. 58 -Lobby Log Who’s paying whom to say what? Special REport: Corporate Governance 61 -Overview: Patrolling The Beat 62 -The Founding Father After fine-tuning the checks and balances of GE’s corporate governance, GC Ben Heineman weighs in on the impact of Sarbanes-Oxley on everyone else. By Catherine Aman 66Clean SOX General counsel insist that complying with the new corporate reform laws hasn’t been difficult. But the new regs do mean many small changes that have to be letter-perfect. By Catherine Aman 72 -The Great Rapprochement Foreign companies pushed the SEC to soften some new corporate reform rules 75 -In-House Tech: Keeping Your Head New Sarbanes-Oxley rules make document retention dizzying. Here’s how to maintain your equilibrium. By Michele C.S. Lange 78 -The End Of The Bloc PartyFor years, admission into the European Union has been the prize for the continent’s nations. But for the Czech Republic, Hungary, and Poland, which are expected to join the E.U. next year, entry may mean a host of problems, including a drop in foreign investment. By Krysten Crawford Diversions 105 -At Ease: The Tax Man Cometh Tax prep company GCs divulge who does their returns. By Helen Coster 106 -Book Review: “Cut Off My Head Properly” Anthony Everitt’s Cicero paints a complex portrait of the flawed but heroic attorney who was condemned to death by political foes. By Wayne W. Whalen In The Law 123-Bankruptcy The U.S. Supreme Court rules that the FCC can’t take back wireless licenses. By Tony Mauro 124 -Class Action New York court sides with McDonald’s in case about obese kids. By Mark Hamblett 124 -Employment California court carves out narrow definition of sexual harassment. By Mike McKee Index 196 -Companies, law firms, associations, and government agencies named in this issue. Outbox 198 -SOX Hop Corporate governance’s neologisms, fondly remembered. By Catherine Aman

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