Below is the complete text of an outline prepared by staff members of the SEC Divisions of Corporation Finance and Investment Management to aid electronic filers. Compliance Week has also made available a downloadable PDF version of the outline, which can be found in the box in the right-hand column. Overview In early 1993, the […]
SEC
Posted inAccounting & Auditing
Improper Influence on Conduct of Audits
O On May 20, the SEC published its adopted rules related to Section 303 of the Sarbanes-Oxley Act of 2002, which prohibit officers and directors from “coercing, manipulating, misleading, or fraudulently influencing” their outside auditor. The original proposal was published Oct. 18th but only differs slightly from the adopted rule. Key components, details, effective dates […]
Posted inFrom the Archive
SEC Votes To Mandate Electronic Filing of Ownership Reports
On April 24, the Securities and Exchange Commission voted to require that reports by insiders disclosing their securities holdings be filed electronically with the SEC. Filing and Posting The Commission voted to mandate the electronic filing of beneficial ownership reports filed by officers, directors and principal security holders under Section 16(a) of the Securities Exchange […]
Posted inBoards & Shareholders
Sarbanes-Oxley Section 301
Section 10A of the Securities Exchange Act of 1934 (15 U.S.C. 78f) is amended by adding at the end the following: (m) STANDARDS RELATING TO AUDIT COMMITTEES- (1) COMMISSION RULES- (A) IN GENERAL- Effective not later than 270 days after the date of enactment of this subsection, the Commission shall, by rule, direct the national […]
Posted inBoards & Shareholders
Standards Related to Listed Company Audit Committees
The SEC voted on April 1 to adopt rules that would force the national exchanges and associations to delist any company that is not in compliance with the audit committee requirements established by the Sarbanes-Oxley Act of 2002. The new rules and amendments implement the requirements of Section 10A(m)(1) of the Securities Exchange Act of […]
Posted inBoards & Shareholders
Correction to Disclosures Required by SOX Section 406 and 407
On March 26, the SEC made a technical correction to the rules implementing Sections 406 and 407 of the Sarbanes-Oxley Act of 2002 by requiring disclosures regarding audit committee financial experts and codes of ethics. On January 23, 2003, the Commission adopted rules that require disclosure of whether a company has an audit committee financial […]
Posted inBoards & Shareholders
Strengthening Requirements Regarding Auditor Independence
The Securities and Exchange Commission voted to adopt rules to fulfill the mandate of Title II of the Sarbanes-Oxley Act of 2002, strengthen auditor independence and require additional disclosures to investors about the services provided to issuers by the independent accountant. The measures: revise the rules related to the non-audit services that, if provided to […]
Posted inEthics & Culture
Standards of Professional Conduct for Attorneys
The Securities and Exchange Commission has adopted final rules to implement Section 307 of the Sarbanes-Oxley Act by setting “standards of professional conduct for attorneys appearing and practicing before the Commission in any way in the representation of issuers.” In addition, the Commission approved an extension of the comment period on the “noisy withdrawal” provisions […]
Posted inAccounting & Auditing
Disclosure in MD&A About Off-Balance Sheet Arrangements and Aggregate Contractual Obligations
The Securities and Exchange Commission voted to adopt amendments to implement the mandate of Section 401(a) of the Sarbanes-Oxley Act of 2002. Section 401(a) added Section 13(j) to the Securities Exchange Act of 1934, which requires the Commission to adopt final rules by Jan. 26, 2003, to require each annual and quarterly financial report required […]
Posted inAccounting & Auditing
Retention of Records Relevant to Audits and Reviews
The Securities and Exchange Commission today approved the adoption of Rule 2-06 of Regulation S-X to implement Section 802 of the Sarbanes-Oxley Act of 2002. Documents to be retained – Rule 2-06(a) will require that accounting firms retain records relevant to the audits or reviews of issuers’ and registered investment companies’ financial statements, including workpapers […]