Sarbanes Oxley Act

2015-12-30T01:41:00.000-08:00

Sarbanes-Oxley Act Summary

The Sarbanes Oxley Act website has Sarbanes Oxley related information on why was Sarbanes Oxley created, the purpose of Sarbanes Oxley and Sarbanes Oxley Compliance.

Sarbanes Oxley Act Summary - Title X

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Summary of SOX Title X

Sense of the Senate Regarding the Signing of Corporate Tax Returns by Chief Executive Officers

It is the sense of the Senate that the Federal income tax return of a corporation should be signed by the chief executive officer ...

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Sarbanes Oxley Act Title X - Section 1001

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Section 1001

Sense Of The Senate Regarding The Signing Of Corporate Tax Returns By Chief Executive Officers

It is the sense of the Senate that the Federal income tax return of a corporation should be signed by the chief executive officer of such corporation.

More Sarbanes Oxley Title XI | Sarbanes Oxley Act Summary for Title X

Sarbanes Oxley Act Summary - Title XI

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Summary of SOX Title XI

SOX Section 1101

Short Title

This title may be cited as the ‘‘Corporate Fraud Accountability Act’’. ...

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SOX Section 1102

Tampering With A Record Or Otherwise Impeding An Official Proceeding

Section 1512 of title 18, United States Code, is amended--

(1) by re-designating subsections (c), (d), (e), (f), (g), (h), and (i) as subsections (d), (e), (f), (g), (h), (i) and (j);

(2) by inserting after subsection (b) the following new subsection:

read the full text of Sarbanes Oxley Act Section 1102

SOX Section 1103

Temporary Freeze Authority For The Securities And Exchange Commission

(a) IN GENERAL- The Securities Exchange Act of 1934 is amended by inserting after section 21C(c)(2) (15 U.S.C. 78u-3(c)(2)) the following:

read the full text of Sarbanes Oxley Act Section 1103

SOX Section 1104

Amendment To The Federal Sentencing Guidelines

(a) REQUEST FOR IMMEDIATE CONSIDERATION BY THE UNITED STATES SENTENCING COMMISSION- Pursuant to its authority under section 994(p) of title 28, United States Code, and in accordance with this section, the United States Sentencing Commission is requested to--

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SOX Section 1105

Authority Of The Commission To Prohibit Persons From Serving As Officers Or Directors

(a) In section 21C of the Securities Exchange Act of 1934, add at the end a new subsection as follows:

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SOX Section 1106

Increased Criminal Penalties Under Securities Exchange Act Of 1934

...

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SOX Section 1107

Relaliation Against Informants

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Sarbanes Oxley Act Title XI - Section 1101

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Sarbanes Oxley Act

Section 1101

Short Title

This title may be cited as the ‘‘Corporate Fraud Accountability Act of 2002’’.

More Sarbanes Oxley Act Section 1102 | Sarbanes Oxley Act Summary for Title XI

Sarbanes Oxley Act Title XI - Section 1102

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Sarbanes Oxley Act

Section 1102

Tampering With A Record Or Otherwise Impeding An Official Proceeding

Section 1512 of title 18, United States Code, is amended--

(1) by re-designating subsections (c), (d), (e), (f), (g), (h), and (i) as subsections (d), (e), (f), (g), (h), (i) and (j);

(2) by inserting after subsection (b) the following new subsection:

(1) alters, destroys, mutilates, or conceals a record, document, or other object, or attempts to do so, with the intent to impair the object's integrity or availability for use in an official proceeding; or

(2) otherwise obstructs, influences, or impedes any official proceeding, or attempts to do so;

shall be fined under this title or imprisoned not more than 10 years, or both.

More Sarbanes Oxley Act Section 1103 | Sarbanes Oxley Act Summary for Title XI

Sarbanes Oxley Act Title XI - Section 1103

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Sarbanes Oxley Act

Section 1103

Temporary Freeze Authority For The Securities And Exchange Commission

(a) IN GENERAL- The Securities Exchange Act of 1934 is amended by inserting after section 21C(c)(2) (15 U.S.C. 78u-3(c)(2)) the following:

(3) TEMPORARY FREEZE- (A) Whenever, during the course of a lawful investigation involving possible violations of the Federal securities laws by an issuer of publicly traded securities or any of its directors, officers, partners, controlling persons, agents, or employees, it shall appear to the Commission that it is likely that the issuer will make extraordinary payments (whether compensation or otherwise) to any of the foregoing persons, the Commission may petition a Federal district court for a temporary order requiring the issuer to escrow, subject to court supervision, those payments in an interest-bearing account for 45 days. Such an order shall be entered, if the court finds that the issuer is likely to make such extraordinary payments, only after notice and opportunity for a hearing, unless the court determines that notice and hearing prior to entry of the order would be impracticable or contrary to the public interest. A temporary order shall become effective immediately and shall be served upon the parties subject to it and, unless set aside, limited or suspended by court of competent jurisdiction, shall remain effective and enforceable for 45 days. The period of the order may be extended by the court upon good cause shown for not longer than 45 days, provided that the combined period of the order not exceed 90 days.

(B) If the individual affected by such order is charged with violations of the Federal securities laws by the expiration of the 45 days (or the expiration of any extended period), the escrow would continue, subject to court approval, until the conclusion of any legal proceedings. The issuer and the affected director, officer, partner, controlling person, agent or employee would have the right to petition the court for review of the order. If the individual affected by such order is not charged, the escrow will terminate at the expiration of the 45 days (or the expiration of any extended period), and the payments (with accrued interest) returned to the issuer.

(b) TECHNICAL AMENDMENT- Section 21C(c)(2) of the Securities Exchange Act of 1934 (15 U.S.C. 78u-3(c)(2)) is amended by striking `This' and inserting `Paragraph (1) of this'.

More Sarbanes Oxley Act Section 1104 | Sarbanes Oxley Summary for Title XI

Sarbanes Oxley Act Title XI - Section 1104

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Sarbanes Oxley Act

Section 1104

Amendment To The Federal Sentencing Guidelines

(1) promptly review the sentencing guidelines applicable to securities and accounting fraud and related offenses;

(2) expeditiously consider promulgation of new sentencing guidelines or amendments to existing sentencing guidelines to provide an enhancement for officers or directors of publicly traded corporations who commit fraud and related offenses; and

(3) submit to Congress an explanation of actions taken by the Commission pursuant to paragraph (2) and any additional policy recommendations the Commission may have for combating offenses described in paragraph (1).

(b) OTHER- In carrying out this section, the Sentencing Commission is requested to--

(1) ensure that the sentencing guidelines and policy statements reflect the serious nature of securities, pension, and accounting fraud and the need for aggressive and appropriate law enforcement action to prevent such offenses;

(2) assure reasonable consistency with other relevant directives and with other guidelines;

(3) account for any aggravating or mitigating circumstances that might justify exceptions, including circumstances for which the sentencing guidelines currently provide sentencing enhancements;

(4) make any necessary conforming changes to the sentencing guidelines; and

(5) assure that the guidelines adequately meet the purposes of sentencing as set forth in section 3553(a)(2) of title 18, United States Code.

(c) EMERGENCY AUTHORITY AND DEADLINE FOR COMMISSION ACTION- The Commission is requested to promulgate the guidelines or amendments provided for under this section as soon as practicable, and in any event not later than the 120 days after the date of the enactment of this Act, in accordance with the procedures set forth in section 21(a) of the Sentencing Reform Act of 1987, as though the authority under that Act had not expired.

More Sarbanes Oxley Act Section 1105 | Sarbanes Oxley Act Summary for Title XI

Sarbanes Oxley Act Title XI - Section 1105

2002-11-01T09:10:00.000-08:00

Sarbanes Oxley Act

Section 1105

Authority of The Commission to Prohibit Persons from Serving as Officers or Directors

(a) In section 21C of the Securities Exchange Act of 1934, add at the end a new subsection as follows:

(f) AUTHORITY OF THE COMMISSION TO PROHIBIT PERSONS FROM SERVING AS OFFICERS OR DIRECTORS- In any cease-and-desist proceeding under subsection (a), the Commission may issue an order to prohibit, conditionally or unconditionally, and permanently or for such period of time as it shall determine, any person who has violated section 10(b) of this title or the rules or regulations thereunder from acting as an officer or director of any issuer that has a class of securities registered pursuant to section 12 of this title or that is required to file reports pursuant to section 15(d) of this title if the person's conduct demonstrates unfitness to serve as an officer or director of any such issuer.

(b) In section 8A of the Securities Act of 1933 add at the end a new subsection as follows:

(f) AUTHORITY OF THE COMMISSION TO PROHIBIT PERSONS FROM SERVING AS OFFICERS OR DIRECTORS- In any cease-and-desist proceeding under subsection (a), the Commission may issue an order to prohibit, conditionally or unconditionally, and permanently or for such period of time as it shall determine, any person who has violated section 17(a)(1) of this title from acting as an officer or director of any issuer that has a class of securities registered pursuant to section 12 of the Securities Exchange Act of 1934 or that is required to file reports pursuant to section 15(d) of that Act if the person's conduct demonstrates unfitness to serve as an officer or director of any such issuer.

More Sarbanes Oxley Act Section 1106 | Sarbanes Oxley Summary for Title XI

Sarbanes Oxley Act Title XI - Section 1106

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Sarbanes Oxley Act

Section 1106

Increased Criminal Penalties Under Securities Exchange Act Of 1934

More Sarbanes Oxley Act Section 1107 | Sarbanes Oxley Act Summary for Title XI

Sarbanes Oxley Act Title XI - Section 1107

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Sarbanes Oxley Act

Section 1107

Relaliation Against Informants

‘‘(e) Whoever knowingly, with the intent to retaliate, takes any action harmful to any person, including interference with the lawful employment or livelihood of any person, for providing to a law enforcement officer any truthful information relating to the commission or possible commission of any Federal offense, shall be fined under this title or imprisoned not more than 10 years, or both.’’.

More Sarbanes Oxley Act Appendix I | Sarbanes Oxley Act Summary for Title XI

Sarbanes Oxley Act Summary - Appendix I

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Sarbanes Oxley Act Summary

Summary of SOX Section A101

Definitions

(a) IN GENERAL- In this Act, the following definitions shall apply:

read the full text of Sarbanes Oxley Act Appendix I

Sarbanes Oxley Act Appendix I - Section A101

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Sarbanes Oxley Act

Section A101

Definitions

(a) IN GENERAL- In this Act, the following definitions shall apply:

(1) APPROPRIATE STATE REGULATORY AUTHORITY- The term `appropriate State regulatory authority' means the State agency or other authority responsible for the licensure or other regulation of the practice of accounting in the State or States having jurisdiction over a registered public accounting firm or associated person thereof, with respect to the matter in question.

(2) AUDIT- The term `audit' means an examination of the financial statements of any issuer by an independent public accounting firm in accordance with the rules of the Board or the Commission (or, for the period preceding the adoption of applicable rules of the Board under section 103, in accordance with then-applicable generally accepted auditing and related standards for such purposes), for the purpose of expressing an opinion on such statements.

(3) AUDIT COMMITTEE- The term `audit committee' means--

(A) a committee (or equivalent body) established by and amongst the board of directors of an issuer for the purpose of overseeing the accounting and financial reporting processes of the issuer and audits of the financial statements of the issuer; and

(B) if no such committee exists with respect to an issuer, the entire board of directors of the issuer.

(4) AUDIT REPORT- The term `audit report' means a document or other record--

(A) prepared following an audit performed for purposes of compliance by an issuer with the requirements of the securities laws; and

(B) in which a public accounting firm either--

(i) sets forth the opinion of that firm regarding a financial statement, report, or other document; or

(ii) asserts that no such opinion can be expressed.

(5) BOARD- The term `Board' means the Public Company Accounting Oversight Board established under section 101.

(6) COMMISSION- The term `Commission' means the Securities and Exchange Commission.

(7) ISSUER- The term `issuer' means an issuer (as defined in section 3 of the Securities Exchange Act of 1934 (15 U.S.C. 78c)), the securities of which are registered under section 12 of that Act (15 U.S.C. 78l), or that is required to file reports pursuant to section 15(d) of that Act (15 U.S.C. 78o(d)), or that will be required to file such reports at the end of a fiscal year of the issuer in which a registration statement filed by such issuer has become effective pursuant to the Securities Act of 1933 (15 U.S.C. 77a et. seq.), unless its securities are registered under section 12 of the Securities Exchange Act of 1934 (15 U.S.C. 78c) on or before the end of such fiscal year.

(8) NON-AUDIT SERVICES- The term `non-audit services' means any professional services provided to an issuer by a registered public accounting firm, other than those provided to an issuer in connection with an audit or a review of the financial statements of an issuer.

(9) PERSON ASSOCIATED WITH A PUBLIC ACCOUNTING FIRM-

(A) IN GENERAL- The terms `person associated with a public accounting firm' (or with a `registered public accounting firm') and `associated person of a public accounting firm' (or of a `registered public accounting firm') mean any individual proprietor, partner, shareholder, principal, accountant, or other professional employee of a public accounting firm, or any other independent contractor or entity that, in connection with the preparation or issuance of any audit report--

(i) shares in the profits of, or receives compensation in any other form from, that firm; or

(ii) participates as agent or otherwise on behalf of such accounting firm in any activity of that firm.

(B) EXEMPTION AUTHORITY- The Board may, by rule, exempt persons engaged only in ministerial tasks from the definition in subparagraph (A), to the extent that the Board determines that any such exemption is consistent with the purposes of this Act, the public interest, or the protection of investors.

(10) PROFESSIONAL STANDARDS- The term `professional standards' means--

(A) accounting principles that are--

(i) established by the standard setting body described in section 19(b) of the Securities Act of 1933, as amended by this Act, or prescribed by the Commission under section 19(a) of that Act (15 U.S.C. 17a(s)) or section 13(b) of the Securities Exchange Act of 1934 (15 U.S.C. 78a(m)); and

(ii) relevant to audit reports for particular issuers, or dealt with in the quality control system of a particular registered public accounting firm; and

(B) auditing standards, standards for attestation engagements, quality control policies and procedures, ethical and competency standards, and independence standards (including rules implementing title II) that the Board or the Commission determines--

(i) relate to the preparation or issuance of audit reports for issuers; and

(ii) are established or adopted by the Board under section 103(a), or are promulgated as rules of the Commission.

(11) PUBLIC ACCOUNTING FIRM- The term `public accounting firm' means--

(A) a proprietorship, partnership, incorporated association, corporation, limited liability company, limited liability partnership, or other legal entity that is engaged in the practice of public accounting or preparing or issuing audit reports; and

(B) to the extent so designated by the rules of the Board, any associated person of any entity described in subparagraph (A).

(12) REGISTERED PUBLIC ACCOUNTING FIRM- The term `registered public accounting firm' means a public accounting firm registered with the Board in accordance with this Act.

(13) RULES OF THE BOARD- The term `rules of the Board' means the bylaws and rules of the Board (as submitted to, and approved, modified, or amended by the Commission, in accordance with section 107), and those stated policies, practices, and interpretations of the Board that the Commission, by rule, may deem to be rules of the Board, as necessary or appropriate in the public interest or for the protection of investors.

(14) SECURITY- The term `security' has the same meaning as in section 3(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)).

(15) SECURITIES LAWS- The term `securities laws' means the provisions of law referred to in section 3(a)(47) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)(47)), as amended by this Act, and includes the rules, regulations, and orders issued by the Commission thereunder.

(16) STATE- The term `State' means any State of the United States, the District of Columbia, Puerto Rico, the Virgin Islands, or any other territory or possession of the United States.

(b) CONFORMING AMENDMENT- Section 3(a)(47) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)(47)) is amended by inserting `the Public Company Accounting Reform and Investor Protection Act of 2002,' before `the Public'.

More Sarbanes Oxley Act Appendix II | Sarbanes Oxley Act Summary for Appendix I

Sarbanes Oxley Act Summary - Appendix II

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Sarbanes Oxley Act Summary

Summary of SOX Section A201

Commission Rules and Enforcement

(a) REGULATORY ACTION- The Commission shall promulgate such rules and regulations, as may be necessary or appropriate in the public interest or for the protection of investors, and in furtherance of this Act.

(b) ENFORCEMENT-

read the full text of Sarbanes Oxley Act Appendix II

Sarbanes Oxley Act Appendix II - Section A201

2002-11-01T01:01:00.000-08:00

Sarbanes Oxley Act

Section A201

Commission Rules And Enforcement

(b) ENFORCEMENT-

(1) IN GENERAL- A violation by any person of this Act, any rule or regulation of the Commission issued under this Act, or any rule of the Board shall be treated for all purposes in the same manner as a violation of the Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) or the rules and regulations issued thereunder, consistent with the provisions of this Act, and any such person shall be subject to the same penalties, and to the same extent, as for a violation of that Act or such rules or regulations.

(2) INVESTIGATIONS, INJUNCTIONS, AND PROSECUTION OF OFFENSES- Section 21 of the Securities Exchange Act of 1934 (15 U.S.C. 78u) is amended

(A) in subsection (a)(1), by inserting `the rules of the Public Company Accounting Oversight Board, of which such person is a registered public accounting firm or a person associated with such a firm,' after `is a participant,';

(B) in subsection (d)(1), by inserting `the rules of the Public Company Accounting Oversight Board, of which such person is a registered public accounting firm or a person associated with such a firm,' after `is a participant,';

(C) in subsection (e), by inserting `the rules of the Public Company Accounting Oversight Board, of which such person is a registered public accounting firm or a person associated with such a firm,' after `is a participant,'; and

(D) in subsection (f), by inserting `or the Public Company Accounting Oversight Board' after `self-regulatory organization' each place that term appears.

(3) CEASE-AND-DESIST PROCEEDINGS- Section 21C(c)(2) of the Securities Exchange Act of 1934 (15 U.S.C. 78u-3(c)(2)) is amended by inserting `registered public accounting firm (as defined in section 2 of the Public Company Accounting Reform and Investor Protection Act of 2002),' after `government securities dealer,'.

(c) EFFECT ON COMMISSION AUTHORITY- Nothing in this Act or the rules of the Board shall be construed to impair or limit--

(1) the authority of the Commission to regulate the accounting profession, accounting firms, or persons associated with such firms for purposes of enforcement of the securities laws;

(2) the authority of the Commission to set standards for accounting or auditing practices or auditor independence, derived from other provisions of the securities laws or the rules or regulations thereunder, for purposes of the preparation and issuance of any audit report, or otherwise under applicable law; or

(3) the ability of the Commission to take, on the initiative of the Commission, legal, administrative, or disciplinary action against any registered public accounting firm or any associated person thereof.

More Sarbanes Oxley Act Appendix I | Sarbanes Oxley Act Summary for Appendix II