casemark/code-of-conduct
skills/legal/code-of-conduct/SKILL.md
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.
$ install --global
skillsauthnpx skillsauth add casemark/skills code-of-conductInstall this skill globally with one command. Works with Claude Code, Cursor, and Windsurf.
Security Scan Results
3 of 9 scanners reported clean
Some scanners were skipped, did not run, or reported a non-clean status. Review each row below.
3
Scanners Passed
9
Scanners in report
Clean
TrivyContainer and dependency vulnerability scanner
95%
Clean
SemgrepStatic code analysis for vulnerabilities
95%
Clean
mcp-scan (Snyk)Model Context Protocol security validation
95%
Skipped
Snyk (dep)Open source security scanning
50%
Skipped
Socket.devSupply chain security analysis
50%
Skipped
VirusTotalMulti-engine malware detection
50%
Skipped
CrowdStrikeAdvanced threat intelligence
50%
Skipped
OSV-ScannerOpen Source Vulnerability database check
50%
Skipped
OWASP Dep-Check
50%
Last scanned: May 27, 2026, 3:31 AM311.4s1 file scanned
SKILL.md
- name:
- code-of-conduct
- language:
- en
- 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.
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
Related Skills
casemark/medical-records-gap-analysis
tools
VerifiedTrustedCommunity
Audits the complete in-scope medical-record universe in a litigation matter and produces an attorney-facing, Bates-cited analysis of treatment gaps, missing records or providers, baseline coverage, material billing or production mismatches, and complaint evolution. Use when asked to find missing medical records, analyze treatment gaps or first-care timing, identify absent providers, assess whether a production is complete, or prepare a records-request target list. Use medical-record-chronology instead when the primary request is a chronological clinical narrative.
40SKILL.mdUpdated Sep 3, 2026
casemark/private-placement-memo
development
VerifiedTrustedCommunity
Drafts a legally compliant Private Placement Memorandum for Regulation D offerings (Rule 506(b)/506(c)), covering full disclosure framework including risk factors, capitalization, securities terms, use of proceeds, and investor qualification requirements. Enforces SEC anti-fraud compliance under Section 10(b)/Rule 10b-5, blue sky law considerations, and accredited investor verification under Rule 501. Use this skill when drafting PPMs, offering memorandums, Reg D disclosure documents, or private offering circulars for issuers raising capital from sophisticated investors. Also trigger when the user mentions private placement disclosure, offering memorandum, Reg D fundraising, or accredited investor verification. Even if the user just says "PPM" or "draft our offering memo," use this skill.
40SKILL.mdUpdated Apr 17, 2026
casemark/privacy-law-updates
data-ai
VerifiedTrustedCommunity
Generates structured privacy and data protection law briefings across US, EU, UK, and other jurisdictions. Organizes by jurisdiction with compliance deadlines, enforcement actions, and legislative changes. Use when preparing privacy law briefings, compliance updates, regulatory change summaries, or data protection landscape reviews.
40SKILL.mdUpdated Apr 17, 2026
casemark/prior-art-summary
testing
VerifiedTrustedCommunity
Generates structured summaries of prior art references for patent prosecution, validity analysis, and freedom-to-operate assessments. Maps disclosures to claim elements with precise citations. Use when summarizing prior art, analyzing patent landscapes, mapping references to claims, or preparing office action responses.
40SKILL.mdUpdated Apr 17, 2026