Public Company Responsibilities Memorandum

Summary

This template memorandum summarizes the obligations, restrictions, and liabilities that apply to a newly public company and its directors and officers under the federal securities laws. Topics addressed include the company's reporting and corporate governance obligations, as well as reporting obligations and other restrictions applicable to the company's directors and officers. This template includes practical guidance and drafting notes. This template memorandum assumes that the company is a U.S. company with common stock listed on a national securities exchange. You should tailor the memorandum to the extent any assumptions do not apply and distribute it shortly before the company completes its initial public offering. In addition to providing the memorandum, you may wish to conduct an information session with the company's board of directors and senior management to educate directors and officers about the federal securities laws. The discussion is usually accompanied by a PowerPoint or other visual presentation in summary form. For further information on public company responsibilities, see Corporations, Directors, and Officers: Potential Criminal and Civil Liability, Initial Public Offerings Resource Kit, Top 10 Practice Tips: Initial Public Offerings, Public Company Responsibilities Presentation, and NYSE and Nasdaq Board of Directors and Committee Governance Requirements Under Sarbanes-Oxley and Dodd-Frank. For a full listing of key content for in-house counsel and corporate secretaries when performing corporate functions, see In-House Corporate Secretary Resource Kit.