Foreign control 428



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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.



  • 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.



  • … 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?



  • … 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’?



  • Public Company Accounting Oversight Board



  • 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 ?



  • Please be advised that if you purchase, acquire, or win in a lottery a USA based company that is considerd a ‘public company’ you are required to abide by the Sarbanes Oxley Act of 2002.
    Jeff Cunningham



  • :lol:
    The Canadian version of SOX is the Ontario Securities Commission Multi-lateral instrument 52-109 (52-111 update in the works). This section covers SOX 302 and 404. At this time the Canadian legislation is not requirement companies to test for operational effectiveness. However this is in discussion and most likely will follow along the lines of the U.S. act.
    It covers all canadian organizations registered on the Toronto Stock Exchange. My understanding is if you are operating in Europe and registered on the Toronto Stock exchange you need to comply to 52-109. Good news the requirement has been extended to 2006.


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