Code of Business Conduct and Ethics

code-of-conduct

Drafts a Code of Business Conduct and Ethics satisfying SEC, SOX §406, and exchange listing requirements. Incorporates company-specific values and regulatory context into an enforceable ethical framework. Use when drafting corporate governance documents, ethics codes, compliance policies, or busi...

CaseMark/skills·0installs44stars

SKILL.md

Full skill instructions

Code of Business Conduct and Ethics

Drafts a governance-grade Code of Business Conduct and Ethics that satisfies SEC, SOX §406, NYSE §303A.10, and NASDAQ Rule 5610 requirements while providing actionable ethical guidance organization-wide.

Prerequisites

Company identification — legal name, jurisdiction, public/private status, exchange listing
Existing governance documents — current codes, ethics policies, board resolutions, mission/values
Operational scope — geographic footprint, industry sectors, subsidiaries, regulated activities
Regulatory profile — industry-specific requirements (healthcare, financial services, government contracting, defense)

Quick Start

Gather company identification, existing governance documents, and regulatory profile
Search uploaded documents for existing codes, mission statements, compliance commitments, and org structure
Draft the Code following the required sections below, tailoring to the company's industry and listing requirements
Validate against the SOX §406 and exchange listing checklists
Include reporting channels, acknowledgment form, and waiver procedures

Required Sections

#	Section	Key Content
1	Leadership Statement	CEO/Board Chair message; tone from the top; shared responsibility
2	Scope & Applicability	Covered persons (employees, officers, directors, contractors); enhanced SOX §406 provisions for senior financial officers
3	Relationship to Other Policies	Policy hierarchy; most-stringent-standard conflict resolution
4	Legal Compliance	Baseline obligation; multi-jurisdiction compliance; conflicts of law
5	Conflicts of Interest	Definition, examples, disclosure obligations, approval process; actual AND apparent conflicts
6	Corporate Opportunities	Delaware law framework; no personal exploitation without board approval
7	Confidentiality	Protected information scope; third-party obligations; post-employment survival; whistleblower carve-outs
8	Protection of Company Assets	Physical, IP, informational, financial assets; personal use policy
9	Fair Dealing	No unfair advantage via manipulation, concealment, or misrepresentation
10	Reporting Procedures	Multiple channels: supervisor, HR, Legal, Compliance Officer, Ethics Hotline (anonymous if applicable), Audit Committee
11	Non-Retaliation	Broad retaliation definition; good-faith standard; consequences for retaliators
12	Enforcement & Discipline	Proportionate sanctions (counseling → termination → criminal referral); secondary liability for failure to report
13	Waivers	Extraordinary circumstances only; Board/committee approval for officers and directors; SEC/exchange public disclosure
14	Acknowledgment	Receipt, understanding, compliance commitment; annual re-certification option

SOX §406 Checklist (Public Companies — Senior Financial Officers)

Honest and ethical conduct, including handling actual/apparent conflicts
Full, fair, accurate, timely, understandable disclosure in SEC filings
Compliance with applicable governmental laws, rules, and regulations
Prompt internal reporting of Code violations
Accountability for adherence

Exchange Listing Requirements

Requirement	NYSE §303A.10	NASDAQ Rule 5610
Covered persons	Directors, officers, employees	All employees
Conflicts of interest	Required	Required
Corporate opportunities	Required	Required
Confidentiality	Required	Required
Fair dealing	Required	Not explicitly required
Asset protection	Required	Not explicitly required
Compliance with law	Required	Required
Reporting mechanism	Required	Required
Waiver disclosure	Required (Form 8-K or website)	Required (Form 8-K or website)
Public availability	Website posting required	Website posting required

Industry-Specific Additions

Industry	Additional Provisions
Healthcare	Anti-Kickback Statute; Stark Law; HIPAA; research integrity
Financial Services	Insider trading; fiduciary duties; customer privacy; BSA/AML
Government Contracting	Procurement integrity; cost accounting standards; security clearances
Defense	ITAR/EAR export controls; classified information; DFARS compliance
Technology	Data ethics; AI governance; open source compliance

Common Pitfalls

Missing SOX §406 enhanced provisions — public company codes must include specific provisions for senior financial officers; omitting these creates a disclosure gap
Single reporting channel — regulators expect multiple independent channels including anonymous options; provide at minimum supervisor, Legal, Compliance Officer, and Ethics Hotline
No waiver disclosure process — SEC and exchange rules require public disclosure of officer/director waivers via Form 8-K or website posting
Overly legalistic tone — the Code must be comprehensible from entry-level employees to board members; avoid unnecessary jargon while maintaining precision
Ignoring cross-border issues — for international operations, address conflicts of law, translation requirements, and local works council consultation
Missing employment disclaimer — include jurisdiction-appropriate language that the Code does not create an employment contract
No version control — include effective date, version number, and annual review cadence

Drafting Guidelines

Professional but accessible tone; aspirational yet practical
Include concrete scenarios illustrating real business application
Address ESG/emerging issues (AI ethics, data governance, sustainability) where relevant
Establish Board reporting expectations to Audit Committee or Ethics & Compliance Committee

Install skill

Copy and run in your terminal

npx -y skills add https://github.com/CaseMark/skills --skill code-of-conduct

View on GitHub

skills/legal/code-of-conduct/SKILL.md

joint-operating-agreement
>-
0 installs
employee-handbook
>-
0 installs
dividend-declaration-resolution
Drafts a board of directors resolution authorizing a cash, stock, or property dividend to shareholders. Enforces solvency testing (equity and balance sheet), WHEREAS/RESOLVED clause structure, critical date triad (declaration/record/payment), officer authorization, and Secretary certification und...
0 installs
assignment-and-assumption-of-leases
Drafts an Assignment and Assumption of Leases transferring tenant leases from seller (Assignor) to buyer (Assignee) as a closing document to a commercial property PSA. Trigger when closing a commercial property sale with existing tenant leases or when a user needs lease assignment/assumption lang...
0 installs

More skills from CaseMark

CaseMark/skills

writing-operative-reports

Creates structured operative notes with findings, technique, specimens, and estimated blood loss. Use when dictating operative reports, documenting surgical procedures, or recording intraoperative findings.

44 0

View

CaseMark/skills

hipaa-privacy-notice

Drafts a HIPAA-compliant Notice of Privacy Practices per 45 CFR § 164.520 for covered entities. Produces patient-accessible documents covering permitted PHI uses/disclosures, individual rights, breach notification, and complaint procedures. Use when drafting HIPAA privacy notices, NPP documents, ...

44 0

View

CaseMark/skills

case-briefs

Generates structured case briefs from judicial opinions. Use when the user provides a court opinion and needs a case brief, case summary, or distillation of a judicial decision for legal research.

44 0

View

CaseMark/skills

enterprise-api-addendum

Negotiates bespoke enterprise API addenda that override standard click-wrap terms for high-value partners. Covers document precedence, indemnification and liability caps, SLA/service-credit design, exclusivity, API versioning governance, data rights, and internal alignment. Triggers when user men...

44 0

View

CaseMark/skills

aviation-law-summary

Produces structured aviation law summaries with Bluebook citations covering U.S. and international regulatory frameworks, treaties, and case law. Use when drafting an aviation law summary, FAA/DOT/TSA compliance overview, Montreal/Warsaw Convention liability analysis, air service agreement review...

44 0

View

CaseMark/skills

appellate-formatting

Generates appellate-filing-ready Tables of Contents, Tables of Authorities, and Certificates of Compliance under FRAP 32(g) and related rules. Produces defensible word-count calculations with transparent exclusions and anti-hallucination guardrails for pagination and citations. Covers federal cir...

44 0

View

CaseMark/skills

transcription

Transcribes audio and video files through case.dev with speaker diarization. Supports MP3, WAV, M4A, FLAC, OGG, WEBM, MP4 up to 5GB. Use when the user mentions "transcribe", "transcription", "deposition recording", "hearing audio", "speaker labels", or needs to convert audio/video to text.

44 0

View

CaseMark/skills

employee-dispute-summary

Produces a structured, source-cited summary of U.S. employment disputes for HR and litigation review. Trigger when asked to summarize an employee dispute, employment litigation, HR investigation, EEOC/agency matter, discrimination, harassment, retaliation, wrongful termination, wage-hour dispute,...

44 0

View

CaseMark/skills

auth-packet-summary

Validates and summarizes the four required authorization forms in a personal injury matter (retainer, HIPAA release, insurance authorization, employment record release). Confirms signatures, dates, scope, and completeness to determine readiness for the investigation phase. Use when reviewing clie...

44 0

View

CaseMark/skills

field-of-use-restriction-clause

44 0

View

CaseMark/skills

cbp-binding-ruling

Drafts U.S. Customs and Border Protection binding ruling requests under 19 CFR Part 177 for tariff classification, valuation, origin, and marking determinations. Trigger when input mentions "binding ruling," "CBP ruling request," "19 CFR Part 177," "classification request," "HTSUS analysis," "tra...

44 0

View

CaseMark/skills