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Below are recent final rules related to public company reporting, disclosure, transparency and compliance. Please note that some of the rules and standards below are proposed, and are marked as such bold red. Subscribers can also click here for our most recent editorial coverage of emerging rules, proposals and standards.
For a complete list of final rules dating back to 1995, please refer to the SEC Web site.
Topic
Dates
Description
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Executive Comp. Disclosure
Aug. 11, '06
Final adopted amendments to the disclosure requirements for executive and director compensation, related person transactions, director independence, and related corporate governance matters.
Executive Comp. Disclosure
Proposed SEC RuleJan. 17, '06
The Securities and Exchange Commission has proposed amendments to the compensation disclosure requirements for executives and directors; more.
Web Posting Of Proxy Materials
Proposed SEC RuleNov. 19, '05
The Securities and Exchange Commission voted to put out for public comment rules that would allow issuers to put proxy materials online.
Securities
Act ReformJune 29, '05
The Securities And Exchange Commission adopted changes to rules regarding various processes regulated under the provisions of the Securities Act of 1933.
Stock Option Expensing ("Share-Based Payments")
Dec. 16, '04
The Financial Accounting Standards Board's long-awaited proposal to require companies to recognize the cost of employee stock compensation in financial statements.
Independence, Tax Services, Contingent Fees
Proposed PCAOB RuleDec. 14, '04
Proposed PCAOB rules governing how accountants can serve their public company audit clients—no contingent fees, no tax shelters for audit clients, and no personal tax services for officers with financial oversight responsibility.
Postponement: Final Phase-In For Accelerated Filing
Nov. 17, '04
Postpones for one year the final phase-in period for acceleration of the due dates of quarterly and annual reports required by "accelerated filers."
Securities Offering Reform
Proposed RuleNov. 3, '04
Proposal would modify the registration, communications, and offering processes under the Securities Act of 1933.
XBRL Voluntary Financial Reporting Program
Proposed StandardSept. 27, '04
Would enable companies to submit supplemental "tagged" financial information using the eXtensible Business Reporting Language (XBRL) format as exhibits to specified EDGAR filings.
8-K Disclosures; Accelerated Deadline
Mar. 16, '04
Adds 10 disclosure items to Form 8-K, and creates an accelerated filing deadline of four business days.
Audit of Internal Control Over Financial Reporting
Mar. 16, '04
The PCAOB' long-awaited standard for audits of internal control over financial reporting performed in conjunction with an audit of financial statements.
Director Nominations, Communications
Nov. 25, '03
New disclosures about a company's process for nominating directors, and shareholder communications with directors.
Safe Harbor Amendments
Oct. 22, '03
Changes to rule providing companies with "safe harbor" from certain liabilities if they repurchase shares in the open market.
Inspections of Accounting Firms
Oct. 14, '03
Public Company Accounting Oversight Board's final rules relating to inspections of registered public accounting firms.
Security Holder Director Nominations
Proposed StandardOct. 8, '03
Changes to rule providing companies with "safe harbor" from certain liabilities if they repurchase shares in the open market.
Filing Fee Account Rule
Aug. 19, '03
Provides for the return of unused filing fees held in filing fee accounts in which there has been no activity for 180 days.
Equity Compensation Plans
July 1, '03
Requires shareholder approval of equity compensation plans, including stock option plans. Material changes covered as well.
Management's Reports on Internal Controls
May 27, '03
(Published Jun. 5) Management's report on "internal control over financial reporting" and certification of disclosures in periodic reports.
Improper Influence on Conduct of Audits
May 20, '03
Prohibit officers, directors from "coercing, manipulating, misleading, or fraudulently influencing" outside auditor.
Electronic Filing, Website Posting for Forms 3, 4 and 5
Apr. 24, '03
(Published May 7) Requires companies to file ownership reports electronically, and to post them on corporate Web sites.
Standards Relating to Listed Company Audit Committees
Apr. 1, '03
Prohibits the listing of any company not in compliance with the SOX audit committee requirements.
Correction to Financial Expert Disclosures
Mar. 26, '03
Clarification: Disclosure of whether a company has an audit committee financial expert is only required in annual reports.
Requirements Regarding Auditor Independence
Jan. 28, '03
Slightly-modified list of nine prohibited non-audit services; rotation of certain partners; disclosure of services, fees.
Standards of Professional Conduct for Attorneys
Jan. 23, '03
Requires corporate counsel to report evidence of a material violations "up-the-ladder" within the corporation.
MD&A Disclosure of Off-Balance Sheet Arrangemnts
Jan. 22, '03
Requires disclosure of off-balance sheet transactions and other obligations that may impact financial condition.
Retention of Records Relevant to Audits, Reviews
Jan. 22, '03
Requires accounting firms to retain audit records, work-papers, communications, other docs for seven years.
Audit Committee Financial Experts, Ethics Code
Jan. 15, '03
Requires companies to annually disclose AC financial expert name, independence; code of ethics.
Insider Trades, Pension Fund Blackout Periods
Jan. 15, '03
Prohibits directors, officers from trading company stock during a pension plan blackout period.
Conditions for Use of Non-GAAP Financial Measures
Jan. 15, '03
Public disclosure of pro forma financial information must be presented in a manner that is true, reconciled with GAAP.
Accelerated Filing Deadlines for Periodic Reports
Sept. 5, '02
Accelerates filing of annual; quarterly reports over three year "phased-in" period: 10-Ks to 60 days; 10-Qs to 35 days.
Certification of Disclosure in Quarterly, Annual Reports
Aug. 29, '02
CEOs, CFOs must vouch for the accuracy, completeness of disclosures; more events to be disclosed in Form 8-K.
Details of Equity Compensation Plans
Effective Date was Feb. 1, '02
Enhanced disclosure of outstanding options, warrants and rights in equity compensation plans.
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