Foreign control 428
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I am writing from Canada. We are supposed to be taking over a USA incorporated company trading on the Nasdaq bulletin board, and the lawyer we are working with in USA says we can run it with a 3 member Canadian board of directors, but I see section 101 refers to a 5 member board of which 2 members have to have a CPA background. That implies a USA residency for at least those members since CPA is exclusively a U.S. designation.
I understand that SOX generally applies only to complanies filing a form 10k with the SEC. Are public compnaies required to file that form, or are there exceptions? If the one we are working on is an exception then maybe the Board rule doesn’t apply?
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The big question that you need to ask is whether or not the company you are taking over will continue to have shares traded on the NASDAQ exchange. If you are acquiring a public company and taking them private, then you have no SOX compliance issues to worry about.
the 10K is the annual report filed with the SEC. SOX compliance is not limited to just 10K filers, but all companies who have filing requirements with the SEC - those companies will either have stock or debt that is publicly-traded.
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Don’t forget about the Canadian version of SOX which will be coming in at the end of this year- you may be affected by that if the company doing the takeover is traded in Canada.
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… but I see section 101 refers to a 5 member board of which 2 members have to have a CPA background.
Er… doesn’t that section merely define the PCAO Board , rather than laying down guidelines for companies within the scope of the act?
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… but I see section 101 refers to a 5 member board of which 2 members have to have a CPA background.
Er… doesn’t that section merely define the PCAO Board , rather than laying down guidelines for companies within the scope of the act?
What is the ‘PCAO Board’?
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Public Company Accounting Oversight Board
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Don’t forget about the Canadian version of SOX which will be coming in at the end of this year- you may be affected by that if the company doing the takeover is traded in Canada.
What is canadian version of SOX ? what is its name ? is it mandatory if a canadian firm is present in Europe ?