Law.com Subscribers SAVE 30%
Call 855-808-4530 or email [email protected] to receive your discount on a new subscription.
One More Year
On March 2, 2005, the Securities and Exchange Commission granted non-accelerated filers — companies with a public float of $75 million or less — and foreign private issuers filing annual reports on Form 20-F or 40-F a 1-year extension for compliance with SEC rules adopted under Section 404 of the Sarbanes-Oxley Act (SOX) of 2002. The rules require companies to:
- include in their annual reports a report by management on the company's internal control over financial reporting and an attestation as to the same by the company's independent auditor (Items 308(a) and (b) under Regulations S-K and S-B);
- evaluate, as of the end of each fiscal period, any change in internal control over financial reporting that occurred during the period that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting (Exchange Act Rules 13a-15d or 15d-15(d)); and
- include certain representations regarding internal control over financial reporting in the certificates by the company's principal executive and financial officers that are filed with its annual and quarterly reports (Exchange Act Rules 13a-14(a) and 15d-14(a)).
Under the terms of the extension, a company that is a non-accelerated filer or foreign private issuer must begin to comply with the requirements listed above for its first fiscal year ending on or after July 15, 2006. For a company with a Dec. 31 fiscal year end, this would require that management's report and the auditors' attestation be included in the company's Annual Report on Form 10-K or 10-KSB for the fiscal year ended Dec. 31, 2006, which would be filed in March 2007. Unlike the management/auditor reports and officer certifications, the evaluation of changes in internal control over financial reporting would need to be included in the first periodic report after the first annual report including management's report — in the example above, the Quarterly Report on Form 10-Q or Form 10-QSB for the first quarter of 2007.
Factors Prompting the Extension
Bankruptcy Sales: Finding a Diamond In the Rough
There is no efficient market for the sale of bankruptcy assets. Inefficient markets yield a transactional drag, potentially dampening the ability of debtors and trustees to maximize value for creditors. This article identifies ways in which investors may more easily discover bankruptcy asset sales.
Major Differences In UK, U.S. Copyright Laws
This article highlights how copyright law in the United Kingdom differs from U.S. copyright law, and points out differences that may be crucial to entertainment and media businesses familiar with U.S law that are interested in operating in the United Kingdom or under UK law. The article also briefly addresses contrasts in UK and U.S. trademark law.
Strategy vs. Tactics: Two Sides of a Difficult Coin
With each successive large-scale cyber attack, it is slowly becoming clear that ransomware attacks are targeting the critical infrastructure of the most powerful country on the planet. Understanding the strategy, and tactics of our opponents, as well as the strategy and the tactics we implement as a response are vital to victory.
Removing Restrictive Covenants In New York
In Rockwell v. Despart, the New York Supreme Court, Third Department, recently revisited a recurring question: When may a landowner seek judicial removal of a covenant restricting use of her land?
Coverage Issues Stemming from Dry Cleaner Contamination Suits
In recent years, there has been a growing number of dry cleaners claiming to be "organic," "green," or "eco-friendly." While that may be true with respect to some, many dry cleaners continue to use a cleaning method involving the use of a solvent called perchloroethylene, commonly known as perc. And, there seems to be an increasing number of lawsuits stemming from environmental problems associated with historic dry cleaning operations utilizing this chemical.