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information or opportunity for consultation, it must bring this deficiency to the attention of the board. sarbanes - oxley act now let's turn to sarbanes - oxley. i am not going to dwell on the specifics of the act. you most likely already know the details of this important piece of legislation including, in particular, the provisions directly affecting attorneys practicing before the securities and exchange commission. what i'd like to focus on is the purpose of the act. at its core, the sarbanes - oxley act is a call to return to the basics 4 / 6 that we have been discussing. simply stated, the current status quo for corporate governance is unacceptable and must improve. this message is applicable to both public and private companies alike and affects everyone within a company, as well as outside professionals hired by the company. as in - house or independent counsel you should fulfill your duties with the competence, integrity, and independence expected of members of the bar and be sure that any material concerns that you have concerning the company's conduct are raised to appropriate levels within the organization. on a broader level, the role for legal counsel, in - house and outside, also is to ensure that the client understands the messages of sarbanes - oxley and that all areas within a company are taking appropriate steps to fulfill their obligations. to accomplish this task, legal professionals must become engaged in the mechanisms of internal controls, ensure that they receive prompt, comprehensive information from management, and have adequate access to the appropriate level of management and the board to be able to offer useful and timely counsel. the role of legal professionals in many recent cases, including the fact patterns i described a little earlier, companies did not take adequate steps to prevent the problem behavior in the first instance, and the companies'accountants, auditors and counsel were not asked to assist, were not able to assist, or were simply not actively engaged in foreseeing, identifying or addressing problems as they developed. as legal representatives to various corporate entities, you are charged with making sure that your clients understand the basic need to put into place strong internal controls, state - of - the art accounting practices, and robust corporate governance systems. you also need to make sure that your clients understand potential corporate and individual liabilities in the event that basic functions are not adequately performed. professionals such as yourselves can do a number of things to participate in effective corporate governance. when a problem rises to the level of a formal enforcement action