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The Sarbanes-Oxley Act of 2002 ("The Act") was signed into law by President Bush on July 30, 2002, and is the most significant and comprehensive statutory revision to the federal securities laws in over 60 years. The Act has wide-ranging ramifications for the conduct of business for all public companies (and private companies about to go public), with some of its provisions becoming effective immediately.

Since its passage, Morrison & Foerster has been monitoring developments and keeping clients and friends of the firm informed of the rules and regulations promulgated under The Act. To read our updates, please follow the links below.

MoFo's Sarbanes-Oxley Updates

October 2005

• SEC Proposes Changes to Definition of "Accelerated Filer" and Easing of Filing Deadlines for Periodic Reports (Including Complete Elimination of the Currently Scheduled 35-Day Form 10-Q Deadline for All Filers)
• SEC Postpones Filing Deadline for "404" Internal Control Reports for "Nonaccelerated Filers"

September 2005

• Update: Grant Date of Equity Awards under FAS 123R and FSP No. 123(R)-b
• Siebel Systems and Two Former Officers Prevail Over SEC in Regulation FD Dispute

July 2005

• Whistle-blowing Lines: Conflicting Obligations

April 2005

• SEC Issues Guidance on Implementation of New Accounting Rules for Stock Options
• SEC Extends Compliance Dates for FAS 123R Share Based Payment Disclosure

March 2005

• Recent Developments on Disclosure of Executive Compensation and Perquisites

January 2005

• WorldCom and Enron Directors Settle Litigation Using Own Funds

December 2004

• SEC Postpones Filing Deadline for "404" Internal Control Reports for Smaller Capitalization Accelerated Filers

August 2004

• SEC Evaluates Ways to Improve Tracking Corporate Disclosures of Environmental Information 

July 2004

• SEC Charges Siebel Systems, Inc. with Second Violation of Regulation FD and Brings First Case Charging a Violation of Rule Requiring Issuers to Maintain Adequate Disclosure Controls and Procedures
• SEC Announces the Public Release of Comment Letters and Responses

June 2004

• The Time for Preparing for Increased Reporting on Form 8-K is Now

May 2004

• Derivative Actions and Changing Standards of Director Independence

April 2004

• SEC Accelerates and Expands Reporting of Significant Events on Form 8-K
• Independence Requirements For Board Members

February 2004

• SEC Delays Implementation Date of Internal Control Report Requirement for Many Public Companies

November 2003

• The New World of SEC Enforcement 

October 2003

• What In-House Lawyers Should Know About Internal Investigations

September 2003

• Coordinating In-House and Outside Counsel Compliance with SEC Up-the-Ladder Reporting Requirements
• Boardroom "Best" Practices are Changing: The Need to Demonstrate "Good Faith"

August 2003

• SEC Approves PCAOB Funding Rules; PCAOB Issues Notices of Accounting Support Fee July 2003

July 2003

• SEC's Electronic Filing System Has Been Updated to Accept Recently Adopted Forms and Exhibits
• Nasdaq and the New York Stock Exchange Revise Shareholder Approval Requirements for Equity Compensation Plans
• SEC Publishes Proposed PCAOB Rules For Funding

June 2003

• SEC Adopts Changes to CEO/CFO Certifications
• Securities and Exchange Commission Requires Internal Control Report for Annual Reports of Public Companies
• Sarbanes-Oxley ‘Hotline’ Procedures: Who Should Be Doing The Listening?

May 2003

• SEC Adopts Prohibition on Improper Influence on Auditors
• Securities and Exchange Commission Adopts New Rules for Publicly Traded Companies’ Audit Committees
• Securities and Exchange Commission Eliminates Paper Filing for Section 16 Filers

April 2003

• Unusual EDGAR Procedures for "Furnishing" New Item 12 of Form 8-K
• SEC Adopts Final Rules Regarding Analysts’ Certification of Research Reports

March 2003

• New Item 12 of Form 8-K - A Timing Trap for the Unwary
• SEC Proposes Amendments to Rules Regarding CEO/CFO Certifications
• SEC Adopts Final Rules Regarding Auditor Independence

February 2003

• SEC Adopts Final Rules for Disclosure of Off-Balance Sheet Arrangements and Aggregate Contractual Obligations
• SEC Adopts Final Rules for the Use of Non-GAAP Financial Measures and the Furnishing of Earnings Releases on Form 8-K
• SEC Adopts Final Rules Requiring Disclosure of Audit Committee Financial Expert
• DOL Issues Final Rules Regarding Written Notice to Pension Fund Participants Prior to Blackout Periods
• SEC Adopts Final Rules Regarding Insider Trades During Pension Fund Blackout Periods
• SEC Adopts Final Rules for Attorney Professional Responsibility
• SEC Adopts Final Proxy Voting Rules
• SEC Adopts Final Rules on Code of Ethics

January 2003

• Securities and Exchange Commission Proposes New Rules for Public Companies' Audit Committees
• SEC Proposes Rules Regarding Auditor Independence
• SEC Adopts Final Rules Regarding Retention of Records Relevant to Audits And Reviews

December 2002

• Securities and Exchange Commission Proposes Professional Responsibility Rules for Attorneys
• SEC Proposes Rules for Disclosure of Off-Balance Sheet Arrangements, Contractual Obligations and Contingent Liabilities
• SEC Proposes Conditions for the Use of Non-GAAP Financial Measures and Rules on the Filing of Earnings Releases on Form 8-K

November 2002

• SEC Issues Proposed Rule Regarding Retention Of Records Relevant To Audits And Reviews
• SEC Issues Proposed Rules Regarding Insider Trades During Pension Fund Blackout Periods
• DOL Issues Interim Final Rules Regarding Written Notice to Pension Fund Participants Prior to Blackout Periods
• SEC Issues Proposed Rules Regarding Disclosure of Audit Committee Financial Expert

October 2002

• SEC Proposes Rules on Code of Ethics
• SEC Proposes Rule Prohibiting Improper Influence on Conduct of Audits
• SEC Issues Notices of NYSE and Nasdaq Proposed Rules Requiring Shareholder Approval of Most Equity Compensation Plans
• Sarbanes-Oxley Act Certifications of Asset-Backed Securities Issuers

September 2002

• SEC Adopts Rule Requiring Accelerated Filing of Quarterly and Annual Reports and Requires Disclosures Regarding Website Access
• SEC Proposes Proxy Voting Disclosure Rules
• How the Sarbanes-Oxley Act of 2002 Applies to Open-End Investment Companies
• SEC Requires CEO and CFO Certification of Quarterly and Annual Reports

August 2002

• SEC Adopts Final Rules Implementing Accelerated Reporting Under Section 16
• Securities Fraud Whistleblower Protections Under the Sarbanes-Oxley Act of 2002
• NYSE Adopts Changes to its Corporate Governance and Listing Standards
• New Section 16 Reporting Requirements for Insiders
• CEO and CFO Certification Under Sarbanes-Oxley

July 2002

• Dramatic Changes to Corporate Governance for Public Companies and New Framework for Oversight of Auditors