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The Sarbanes Oxley Act :: View topic - Dodd Frank Act amends Sarbanes Oxley Section 404 - IMPORTANT
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Dodd Frank Act amends Sarbanes Oxley Section 404 - IMPORTANT

 
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lekatis
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PostPosted: Tue Jun 29, 2010 4:58 am    Post subject: Dodd Frank Act amends Sarbanes Oxley Section 404 - IMPORTANT Reply with quote

The Dodd Frank Act (US Financial Regulatory Reform)
TITLE IX—INVESTOR PROTECTIONS AND IMPROVEMENTS TO THE REGULATION OF SECURITIES


SEC. 989G. EXEMPTION FOR NONACCELERATED FILERS.

(a) EXEMPTION.—Section 404 of the Sarbanes-Oxley Act of 2002 is amended by adding at the end the following:

‘‘(c) EXEMPTION FOR SMALLER ISSUERS.—Subsection (b) shall not apply with respect to any audit report prepared for an issuer that is neither a ‘large accelerated filer’ nor an ‘accelerated filer’ as those terms are defined in Rule 12b–2 of the Commission (17 C.F.R. 240.12b–2).’’.

(b) STUDY.—The Securities and Exchange Commission shall conduct a study to determine how the Commission could reduce the burden of complying with section 404(b) of the Sarbanes-Oxley Act of 2002 for companies whose market capitalization is between $75,000,000 and $250,000,000 for the relevant reporting period while maintaining investor protections for such companies.

The study shall also consider whether any such methods of reducing the compliance burden or a complete exemption for such companies from compliance with such section would encourage companies to list on exchanges in the United States in their initial public offerings.

Not later than 9 months after the date of the enactment of this subtitle, the Commission shall transmit a report of such study to Congress.

NOTES:

A. Let's remember Section 404 of the Sarbanes Oxley Act

SEC. 404. MANAGEMENT ASSESSMENT OF INTERNAL CONTROLS.

(a) RULES REQUIRED.—The Commission shall prescribe rules requiring each annual report required by section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) to contain an internal control report, which shall—

(1) state the responsibility of management for establishing and maintaining an adequate internal control structure and procedures for financial reporting; and

(2) contain an assessment, as of the end of the most recent fiscal year of the issuer, of the effectiveness of the internal control structure and procedures of the issuer for financial reporting.

(b) INTERNAL CONTROL EVALUATION AND REPORTING.—With respect to the internal control assessment required by subsection (a), each registered public accounting firm that prepares or issues the audit report for the issuer shall attest to, and report on, the assessment made by the management of the issuer.

An attestation made under this subsection shall be made in accordance with standards for attestation engagements issued or adopted by the Board.

Any such attestation shall not be the subject of a separate engagement.


B. Let's remember the definition of a ‘large accelerated filer’ and an ‘accelerated filer’

1) Accelerated filer. The term accelerated filer means an issuer after it first meets the following conditions as of the end of its fiscal year:

(i) The issuer had an aggregate worldwide market value of the voting and non-voting common equity held by its non-affiliates of $75 million or more, but less than $700 million, as of the last business day of the issuer's most recently completed second fiscal quarter;

(ii) The issuer has been subject to the requirements of section 13(a) or 15(d) of the Act (15 U.S.C. 78m or 78o(d)) for a period of at least twelve calendar months;

(iii) The issuer has filed at least one annual report pursuant to section 13(a) or 15(d) of the Act; and

(iv) The issuer is not eligible to use Forms 10KSB and 10QSB (249.310b and 249.308b of this chapter) for its annual and quarterly reports.

(2) Large accelerated filer. The term large accelerated filer means an issuer after it first meets the following conditions as of the end of its fiscal year:

(i) The issuer had an aggregate worldwide market value of the voting and non-voting common equity held by its non-affiliates of $700 million or more, as of the last business day of the issuer's most recently completed second fiscal quarter;

(ii) The issuer has been subject to the requirements of section 13(a) or 15(d) of the Act for a period of at least twelve calendar months;

(iii) The issuer has filed at least one annual report pursuant to section 13(a) or 15(d) of the Act; and

(iv) The issuer is not eligible to use Forms 10KSB and 10QSB for its annual and quarterly reports.
_________________
George Lekatis
President of the Sarbanes Oxley Compliance Professionals Association (SOXCPA)
www.sarbanes-oxley-association.com
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lekatis
SoxGuru
SoxGuru


Joined: Feb 15, 2005
Posts: 302
Location: USA

PostPosted: Sat Jul 24, 2010 5:13 am    Post subject: UPDATE - AMENDMENT OF SARBANES OXLEY SIGNED INTO LAW Reply with quote

This provision becomes effective on July 22, 2010

You must read SEC. 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act

SEC. 989G. EXEMPTION FOR NONACCELERATED FILERS.

(a) EXEMPTION.—Section 404 of the Sarbanes-Oxley Act of 2002 is amended by adding at the end the following:

‘‘(c) EXEMPTION FOR SMALLER ISSUERS.—Subsection (b) shall not apply with respect to any audit report prepared for an issuer that is neither a ‘large accelerated filer’ nor an ‘accelerated filer’ as those terms are defined in Rule 12b–2 of the Commission (17C.F.R. 240.12b–2).’’.

(b) STUDY.—The Securities and Exchange Commission shall conduct a study to determine how the Commission could reduce the burden of complying with section 404(b) of the Sarbanes-Oxley Act of 2002 for companies whose market capitalization is between $75,000,000 and $250,000,000 for the relevant reporting period while maintaining investor protections for such companies.

The study shall also consider whether any such methods of reducing the compliance burden or a complete exemption for such companies from compliance with such section would encourage companies to list on exchanges in the United States in their initial public offerings.

Not later than 9 months after the date of the enactment of this subtitle, the Commission shall transmit a report of such study to Congress.
_________________
George Lekatis
President of the Sarbanes Oxley Compliance Professionals Association (SOXCPA)
www.sarbanes-oxley-association.com
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