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Sarbanes-Oxley
Act of 2002 |
The
Sarbanes-Oxley Act came into force in July 2002 and
introduced major changes to the regulation of
corporate governance and financial practice. It is
named after Senator Paul Sarbanes and Representative
Michael Oxley, who were its main architects, and it
set a number of non-negotiable deadlines for
compliance.
SECTION
1. SHORT TITLE; TABLE OF CONTENTS.
(a)
SHORT TITLE- This Act may be cited as the
`Sarbanes-Oxley Act of 2002'.
(b)
TABLE OF CONTENTS- The table of contents for this Act
is as follows:
Sec.
1. Short title; table of contents.
Sec.
2. Definitions.
Sec.
3. Commission rules and enforcement.
TITLE
I--PUBLIC COMPANY ACCOUNTING OVERSIGHT BOARD
Sec.
101. Establishment; administrative provisions.
Sec.
102. Registration with the Board.
Sec.
103. Auditing, quality control, and independence
standards and rules.
Sec.
104. Inspections of registered public accounting
firms.
Sec.
105. Investigations and disciplinary proceedings.
Sec.
106. Foreign public accounting firms.
Sec.
107. Commission oversight of the Board.
Sec.
108. Accounting standards.
Sec.
109. Funding.
TITLE
II--AUDITOR INDEPENDENCE
Sec.
201. Services outside the scope of practice of
auditors.
Sec.
202. Preapproval requirements.
Sec.
203. Audit partner rotation.
Sec.
204. Auditor reports to audit committees.
Sec.
205. Conforming amendments.
Sec.
206. Conflicts of interest.
Sec.
207. Study of mandatory rotation of registered public
accounting
firms.
Sec.
208. Commission authority.
Sec.
209. Considerations by appropriate State regulatory
authorities.
TITLE
III--CORPORATE RESPONSIBILITY
Sec.
301. Public company audit committees.
Sec.
302. Corporate responsibility for financial reports.
Sec.
303. Improper influence on conduct of audits.
Sec.
304. Forfeiture of certain bonuses and profits.
Sec.
305. Officer and director bars and penalties.
Sec.
306. Insider trades during pension fund blackout
periods.
Sec.
307. Rules of professional responsibility for
attorneys.
Sec.
308. Fair funds for investors.
TITLE
IV--ENHANCED FINANCIAL DISCLOSURES
Sec.
401. Disclosures in periodic reports.
Sec.
402. Enhanced conflict of interest provisions.
Sec.
403. Disclosures of transactions involving management
and principal stockholders.
Sec.
404. Management assessment of internal controls.
Sec.
405. Exemption.
Sec.
406. Code of ethics for senior financial officers.
Sec.
407. Disclosure of audit committee financial expert.
Sec.
408. Enhanced review of periodic disclosures by
issuers.
Sec.
409. Real time issuer disclosures.
TITLE
V--ANALYST CONFLICTS OF INTEREST
Sec.
501. Treatment of securities analysts by registered
securities associations and national securities
exchanges.
TITLE
VI--COMMISSION RESOURCES AND AUTHORITY
Sec.
601. Authorization of appropriations.
Sec.
602. Appearance and practice before the Commission.
Sec.
603. Federal court authority to impose penny stock
bars.
Sec.
604. Qualifications of associated persons of brokers
and dealers.
TITLE
VII--STUDIES AND REPORTS
Sec.
701. GAO study & report regarding consolidation of
public accounting firms.
Sec.
702. Commission study and report regarding credit
rating agencies.
Sec.
703. Study and report on violators and violations.
Sec.
704. Study of enforcement actions.
Sec.
705. Study of investment banks.
TITLE
VIII--CORPORATE AND CRIMINAL FRAUD ACCOUNTABILITY
Sec.
801. Short title.
Sec.
802. Criminal penalties for altering documents.
Sec.
803. Debts nondischargeable if incurred in violation
of securities fraud laws.
Sec.
804. Statute of limitations for securities fraud.
Sec.
805. Review of Federal Sentencing Guidelines for
obstruction of justice and extensive criminal fraud.
Sec.
806. Protection for employees of publicly traded
companies who provide evidence of fraud.
Sec.
807. Criminal penalties for defrauding shareholders of
publicly traded companies.
TITLE
IX--WHITE-COLLAR CRIME PENALTY ENHANCEMENTS
Sec.
901. Short title.
Sec.
902. Attempts and conspiracies to commit criminal
fraud offenses.
Sec.
903. Criminal penalties for mail and wire fraud.
Sec.
904. Criminal penalties for violations of the Employee
Retirement Income Security Act of 1974.
Sec.
905. Amendment to sentencing guidelines relating to
certain white-collar offenses.
Sec.
906. Corporate responsibility for financial reports.
TITLE
X--CORPORATE TAX RETURNS
Sec.
1001. Sense of the Senate regarding the signing of
corporate tax returns by chief executive officers.
TITLE
XI--CORPORATE FRAUD AND ACCOUNTABILITY
Sec.
1101. Short title.
Sec.
1102. Tampering with a record or otherwise impeding an
official proceeding.
Sec.
1103. Temporary freeze authority for the Securities
and Exchange Commission.
Sec.
1104. Amendment to the Federal Sentencing Guidelines.
Sec.
1105. Authority of the Commission to prohibit persons
from serving as officers or directors.
Sec.
1106. Increased criminal penalties under Securities
Exchange Act of 1934.
Sec.
1107. Retaliation against informants.
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