Who Must Comply? 259



  • Quick question out there, I know that SarBox says that most large companies filing by Nov.15 must comply by year end and this entails most large Publicly traded companies and that smaller companies must comply next year. Here’s my question…Are the smaller companies only publicly traded companies or does it include private companies as well? Then does anybody know how many companies must comply next year compared to this year? THanks so much for your feedback…



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  • SOX compliance dates are governed by whether or not the company is an accelerated filer. Generally, an accelerated filer is one that has a USD75 million market capitalization as of the last day of the second fiscal quarter (e.g., June 30 for a 12/31 yearend). If you meet or exceed the USD75M at that date, you become an accelerated filer for that currrent fiscal year. So if your market cap was USD75M as of June 30, 2004, you are considered to be an accelerated filer as of December 31, 2004 and must be SOX-compliant for your year ending December 31, 2004. The market cap must be measured each year. There are some other requirements, so check with your SEC counsel.
    Accelerated filers must be compliant for fiscal years ending on or after November 15, 2004.
    Everyone who does not meet the definition of an accelerated filer must be compliant for fiscal years ending on or after July 15, 2005.
    Private companies must comply only if they are an SEC registrant for other reasons (typically this includes companies with publicly-registered debt).



  • I had heard that there was consideration being given to extending the date for complaince for companies with less than USD75 million in market cap. Is this true, or just a rumor?



  • I had heard that there was consideration being given to extending the date for complaince for companies with less than USD75 million in market cap. Is this true, or just a rumor?
    Just rumour at the moment. Don’t count on it.



  • I posted a version of this on another thread and didn’t get an answer -
    I understand that financial compliance requires more rigorous compliance, however, I keep reading on this forum that SOX does not apply to small companies but I have also read that the guidelines regarding ethics issued by the Commission in Nov, 2004 indicate that ‘all organizations, whether publicly or privately held, and of whatever nature’ must train employees who include ‘the members of the governing authority, highlevel personnel, substantial authority personnel, the organization’s employees, and, as appropriate, the organization’s agents.’
    So, not only is and ethics compliance program required, but training must be continual.
    Any experts, PLEASE tell me I’m wrong and explain why.
    Thanks-
    Catherinetnc
    private company
    getting ready to develop compliance program for ALL employees - including the widget makers on the factory floor.



  • I’m not quite sure if I understood your question right. But let me try to provide an answer.
    I believe you’re mixing up corperate governance issues and SOX compliance issues.
    The first refers to, what you could call ‘good behavior’ and is at least in europe basically on a volounteer basis. Even though the legislator and the xchanges see it as somewhat benefical. Corp. Governance issues can also be adopted by smaller companies, as it is volounteerly.
    SOX instead, is a legislative requirement. Even though SOX contains some corp. governance topics, e.g. tone at the top. As pointed out in other threads is the number of companies who need to become compliant somewhat limited. Just recently the PCAOB appointed some co-chairs which are ought to validate the possible impact of SOX on smaller and public companies.



  • Companies affected
    US publicly traded companies and global companies with US publicly traded operations
    All corporations that fall under the jurisdiction of the U.S. Securities and Exchange Commissions are subject to SarbOx
    Private firms interested in going public
    Private firms that may be the target of an acquisition or merger by a public firm (ensuring compliance of the final entity).
    Most provisions don’t apply to non-profits, but two provisions apply to all.
    Even non-public organizations that deal with public financial institutions may also need to comply
    Many European- and Asia/Pacific-headquartered companies that are dually listed on two or more stock exchanges.
    470 non-US companies are listed on the New York Stock Exchange, with a combined market capitalisation of USD3.8 trillion or 30 per cent of the total value of capitalisation of companies quoted on the exchange.
    I hope that it helps
    George Lekatis
    lekatis_at_lekatis.com



  • ISACA believes that:In fact, among the many factors that must be considered in complying with Sarbanes-Oxley, some will uniquely impact international organizations. Specifically, global organizations, or non-US-based companies that are required to comply with Sarbanes-Oxley, need to examine their IT operations and determine if they are significant to the organization as a whole.



  • at lekatis: from what source are these informations? I am writing a thesis on SOX and am looking for exactly this information at the moment.
    thanks in advance
    Companies affected
    US publicly traded companies and global companies with US publicly traded operations
    All corporations that fall under the jurisdiction of the U.S. Securities and Exchange Commissions are subject to SarbOx
    Private firms interested in going public
    Private firms that may be the target of an acquisition or merger by a public firm (ensuring compliance of the final entity).
    Most provisions don’t apply to non-profits, but two provisions apply to all.
    Even non-public organizations that deal with public financial institutions may also need to comply
    Many European- and Asia/Pacific-headquartered companies that are dually listed on two or more stock exchanges.
    470 non-US companies are listed on the New York Stock Exchange, with a combined market capitalisation of USD3.8 trillion or 30 per cent of the total value of capitalisation of companies quoted on the exchange.
    I hope that it helps
    George Lekatis
    lekatis_at_lekatis.com



  • Guest,
    I am doing the same: Thesis on SOXA
    Why don’t we exchange our knowledge and searched information?
    here is my e-mail address:
    cunhaangelina_at_yahoo.com
    I hope to read you soon





  • at angie: great idea, will surely contact you soon.
    at lekatis: thanks for the links. I already visit those pages on a regular basis, but find it hard to discover where the original sourse is e.g. what rule in particular mentiones it for the first time (because of the quotation in my thesis work)… however, thanks for your effort.



  • Guest and angie, some of my good sources are:
    iasplus.com/stats/stats.htm (very good)
    If you need details, you will find Foreign Companies Registered and Reporting with the U.S. Securities and Exchange Commission at
    iasplus.com/stats/secforeign.xls
    A valuable input for me also: Expert Guides, at legalmediagroup.com/expertguides/default.asp?age=42-and-GuideID=118-and-Ed=32


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