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Compliance Hotline

By ALM Staff | Law Journal Newsletters |
August 31, 2006

New Rules for Smaller Companies and Foreign Issuers

On Aug. 9, the SEC issued proposed and final rules extending certain compliance deadlines for smaller public companies and many foreign private issuers pursuant to the internal controls reporting requirements of ' 404 of Sarbanes Oxley. These rules follow the SEC's July 11 publication of a concept release seeking comment on guidance for management to aid companies in assessing their internal controls.

The proposed rules seek to extend the deadline for non-accelerated filers to provide a report under ' 404(a) by management assessing the effectiveness of a company's internal control over financial reporting from fiscal years ending on or after July 15, 2007, until fiscal years ending on or after Dec. 15, 2007. The SEC is also proposing to move the compliance date of the ' 404(b) requirement, concerning auditor attestation reporting, from fiscal years ending on or after July 15, 2007, until fiscal years ending on or after Dec. 15, 2008. If adopted, this amendment would mean that non-accelerated filers would begin to provide an auditor's attestation report on internal control over financial reporting in the first annual report they file for a fiscal year ending on or after Dec. 15, 2008. As a result, all non-accelerated filers would be required to complete only the management's portion of the internal control requirements in their first year of compliance with the requirements.

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