| name | code-of-conduct |
| title | Code of Business Conduct and Ethics |
| description | 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 business ethics frameworks for public companies or regulated industries. |
| author | CaseMark |
| author_url | https://github.com/CaseMark/skills/tree/main/skills/legal/code-of-conduct |
| license | Apache-2.0 |
| version | 0.1.0 |
| execution_mode | open |
| jurisdiction | us |
| practice | corporate |
| language | en |
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 |
