Sarbanes-Oxley Rulemaking and Reports

See also: Spotlight On: Implementation of Internal Control Reporting Provisions

Press Releases

• SEC Staff Responds to Frequently Asked Questions Regarding Auditor Independence (Press Release No. 2003-94; August 13, 2003)
   
• Summary of SEC Actions and SEC Related Provisions Pursuant to the Sarbanes-Oxley Act of 2002 (Press Release No. 2003-89a; July 30, 2003)
   
• SEC Study on Adoption by the U.S. Financial Reporting System of a Principles-Based Accounting System (Press Release No. 2003-86; July 25, 2003)
   
• SEC Staff Responds to Frequently Asked Questions Regarding the Use of Non-GAAP Financial Measures (Press Release No. 2003-73; June 13, 2003)
   
• SEC Implements Internal Control Provisions of Sarbanes-Oxley Act; Adopts Investment Company R&D Safe Harbor (Press Release No. 2003-66; May 27, 2003)
   
• SEC Votes to Madate Electronic Filing of Ownership Reports; Prohibit Improper Influence of Auditors (Press Release No. 2003-51; April 24, 2003)
   
• SEC Provides Guidance for Filers Reporting Pension Fund Blackout Periods, Non-GAAP Financial Data (Press Release No. 2003-41; March 27, 2003)
   
• Commission Proposes Amendments Regarding CEO, CFO Certification Under Sarbanes-Oxley (Press Release No. 2003-39; March 21, 2003)
   
• SEC Adopts Attorney Conduct Rule Under Sarbanes-Oxley Act (Press Release No. 2003-13; January 23, 2003)
   
• SEC Adopts Rules on Retention of Records Relevant to Audits and Reviews (Press Release No. 2002-11; January 22, 2003)
   
• SEC Adopts Rules on Disclosure of Off-Balance Sheet Arrangements and Aggregate Contractual Obligations (Press Release No. 2003-10; January 22, 2003)
   
• Commission Adopts Rules Strengthening Auditor Independence (Press Release No. 2003-9; January 22, 2003)
   
• SEC Adopts Measures to Certify Management Investment Company Shareholder Reports (Press Release No. 2003-8; January 22, 2003)
   
• SEC Adopts Rules on Provisions of Sarbanes-Oxley Act: Non-GAAP Financials etc. (Press Release No. 2003-6; January 15, 2003)
   
• SEC Proposes Listing Standards Rule, Adopts Investment Company Exemptive Provisions (Press Release No. 2003-1; January 8, 2003)
   
• SEC Proposes Electronic Filing of Insider Ownership Reports, Adopts Standardized Options Exemptions (Press Release No. 2002-178; December 18, 2002)
   
• SEC Proposes Auditor Independence and Workpaper Retention Rules Required under Sarbanes-Oxley, Agrees to Issue Report on Anti-Money Laundering Rules (Press Release No. 2002-165; November 19, 2002)
   
• SEC Proposes Rules to Implement Sarbanes-Oxley Act Provisions Concerning Standards of Professional Conduct for Attorneys (Press Release No. 2002-158; November 6, 2002)
   
• SEC Proposes Rules to Implement Sarbanes-Oxley Act Reforms (Press Release No. 2002-155; October 30, 2002)
   
• SEC Proposes Additional Disclosures, Prohibitions to Implement Sarbanes-Oxley Act (Press Release No. 2002-150; October 16, 2002)
   
• Commission Approves Rules Implementing Provisions of Sarbanes-Oxley Act, Accelerating Periodic Filings, and Other Measures (Press Release No. 2002-128; August 27, 2002)
   
• SEC Issues Supplemental Information on Accelerated Deadline for Insider Transaction Reports under Sarbanes-Oxley Act (Press Release No. 2002-121; August 6, 2002)
   
• SEC Prepares to Implement Sarbanes-Oxley Act Requirement for CEO And CFO Certification of SEC Filings (Press Release No. 2002-119; August 2, 2002)
   

FAQs

• Office of the Chief Accountant: Application of the Commission’s Rules on Auditor Independence Frequently Asked Questions (December 14, 2004)
   
• Office of Chief Accountant: Application of the January 2003 Rules of Auditor Independence - Frequently Asked Questions (August 13, 2003); Note: this was superseded by the December 14, 2004 FAQ revision (listed above)
   
• Frequently Asked Questions Regarding the Use of Non-GAAP Financial Measures (June 13, 2003)
   
• Division of Corporation Finance: Sarbanes-Oxley Act of 2002 – Frequently Asked Questions (November 8, 2002; revised November 14, 2002)
   

Final Rulemaking

• Additional Form 8-K Disclosure Requirements and Acceleration of Filing Date (Release Nos. 33-8400, 34-49424; File No.: S7-22-02; March 16, 2004)
   
• Management's Report on Internal Control over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports (Release Nos. 33-8392, 34-49313; IC-26357; File Nos.: S7-40-02; S7-06-03; February 24, 2004)
   
• Management's Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports (Release Nos. 33-8238, 34-47986; IC-26068; File Nos.: S7-40-02; S7-06-03; June 5, 2003)
   
• Improper Influence on Conduct of Audits (Release Nos. 34-47890; IC-26050; FR-71; File No.: S7-39-02; May 20, 2003)
   
• Mandated Electronic Filing and Website Posting for Forms 3, 4 and 5 (Release Nos. 33-8230; 34-47809; 35-27674; IC-26044; File No.: S7-52-02; May 7, 2003)
   
• Standards Relating to Listed Company Audit Committees (Release Nos. 33-8220; 34-47654; IC-26001; File No.: S7-02-03; April 9, 2003)
   
• Filing Guidance Related To: Conditions for Use of Non-GAAP Financial Measures; and Insider Trades During Pension Fund Blackout Periods (Release Nos. 33-8216; 34-47583; IC-25983; FR-69; File Nos.: S7-43-02 and S7-44-02; March 27, 2003)
   
• Disclosure Required by Sections 406 and 407 of the Sarbanes-Oxley Act of 2002 (Release Nos. 33-8177A; 34-47235A; File No.: S7-40-02; March 26, 2003)
   
• Strengthening the Commission's Requirements Regarding Auditor Independence (Release Nos. 33-8183A; 34-47265A; 35-27642A; IC-25915A; IA-2103A; FR-68; File No.: S7-49-02; March 26, 2003)
   
• Implementation of Standards of Professional Conduct for Attorneys (Release Nos. 33-8185, 34-47276, IC-25919; File No.: S7-45-02; January 29, 2003)
   
• Strengthening the Commission's Requirements Regarding Auditor Independence (Release Nos. 33-8183, 34-47265, 35-27642, IC-25915, IA-2103, FR-68; File No.: S7-49-02; Jan. 28, 2003)
   
• Disclosure in Management's Discussion and Analysis about Off-Balance Sheet Arrangements and Aggregate Contractual Obligations (Release Nos. 33-8182, 34-47264, FR-67, International Series No. 1266; File No.: S7-42-02; January 28, 2003)
   
• Certification of Management Investment Company Shareholder Reports and Designation of Certified Shareholder Reports as Exchange Act Periodic Reporting Forms; Disclosure Required by Sections 406 and 407 of the Sarbanes-Oxley Act of 2002 (Release Nos. 34-47262, IC-25914; File Nos.: S7-33-02 and S7-40-02; January 27, 2003)
   
• Retention of Records Relevant to Audits and Reviews (Release Nos. 33-8180, 34-47241, IC-25911, FR-66; File No.: S7-46-02; January 24, 2003)
   
• Disclosure Required by Sections 406 and 407 of the Sarbanes-Oxley Act of 2002 (Release Nos. 33-8177, 34-47235; File No.: S7-40-02; January 23, 2003)
   
• Insider Trades During Pension Fund Blackout Periods (Release Nos. 34-47225, IC-25909; File No.: S7-44-02; January 22, 2003)
   
• Conditions for Use of Non-GAAP Financial Measures (Release Nos. 33-8176, 34-47226, FR-65; File No.: S7-43-02; January 22, 2003)
   
• Certification of Disclosure in Companies' Quarterly and Annual Reports (Release Nos. 33-8124, 34-46427, IC-25722; File No.: S7-21-02; August 29, 2002)
   
• Ownership Reports and Trading by Officers, Directors and Principal Security Holders (Release Nos. 34-46421, 35-27563, IC-25720; File No.: S7-31-02; August 27, 2002)
   

Proposed Rulemaking

• Certification of Disclosure in Certain Exchange Act Reports (Release Nos. 33-8212, 34-47551, IC-25967; File No. S7-06-03; March 21, 2003; Comments)
   
• Implementation of Standards of Professional Conduct for Attorneys (Release Nos. 33-8186, 34-47282, IC-25920; File No.: S7-45-02; January 29, 2003; Comments)
   
• Standards Relating To Listed Company Audit Committees (Release Nos. 34-47137; 33-8173; IC-25885; File No.: S7-02-03; January 8, 2003; Comments)
   
• Mandated Electronic Filing and Website Posting for Forms 3, 4 and 5 (Release Nos. 33-8170; 34-47069; 35-27627; IC-25872; File No. S7-52-02; December 20, 2002; Comments)
   
• Strengthening the Commission's Requirements Regarding Auditor Independence (Release Nos. 33-8154; 34-46934; 35-27610; IC-25838; IA-2088, FR-64; File No. S7-49-02; December 2, 2002; Comments)
   
• Retention of Records Relevant to Audits and Reviews (Release Nos. 33-8151; 34-46869; IC-25830; File No. S7-46-02; November 21, 2002; Comments)
   
• Implementation of Standards of Professional Conduct for Attorneys (Release Nos. 33-8150; 34-46868; IC-25829; File No. S7-45-02; November 21, 2002; Comments)
   
• Insider Trades During Pension Fund Blackout Periods (Release Nos. 34-46778; IC-25795; File No. S7-44-02; November 6, 2002; Comments)
   
• Conditions for Use of Non-GAAP Financial Measures (Release Nos. 33-8145; 34-46768; File No. S7-43-02; November 5, 2002; Comments)
   
• Disclosure in Management's Discussion and Analysis About Off-Balance Sheet Arrangements, Contractual Obligations and Contingent Liabilities and Commitments (Release Nos. 33-8144; File No. S7-42-02; November 4, 2002; Comments)
   
• Disclosure Required by Sections 404, 406 and 407 of the Sarbanes-Oxley Act of 2002 (Release Nos. 33-8138; 34-46701; IC-25775; File No. S7-40-02; October 22, 2002; Comments)
   
• Improper Influence on Conduct of Audits (Release Nos. 34-46685; IC-25773; File No. S7-39-02; October 18, 2002; Comments)
   
• Certification of Disclosure in Companies' Quarterly and Annual Reports (Release No. 34-46300; File No. S7-21-02; Aug. 2, 2002; Comments)
   

Other Releases

• Ownership Reports and Trading by Officers, Directors and Principal Security Holders (Release No. 34-46313; File No. S7-31-02; August 6, 2002)
   

Special Studies

• Report and Recommendations Pursuant to Section 401(c) of the Sarbanes-Oxley Act of 2002 on Arrangements with Off-Balance Sheet Implications, Special Purpose Entities, and Transparency of Filings by Issuers (June 15, 2005)
   
  
• Study Pursuant to Section 108(d) of the Sarbanes-Oxley Act of 2002 on the Adoption by the United States Financial Reporting System of a Principles-Based Accounting System (July 25, 2003)
   
• Report on the Role and Function of Credit Rating Agencies in the Operation of the Securities Markets (January 24, 2003; in PDF format)
   
• Study and Report on Violations by Securities Professionals: Section 703 of the Sarbanes-Oxley Act Of 2002 (January 24, 2003; in PDF format)
   
• Report Pursuant to Section 308(c) of the Sarbanes-Oxley Act of 2002 (January 24, 2003; in PDF format)
   
• Report Pursuant to Section 704 of the Sarbanes-Oxley Act of 2002 (January 24, 2003; in PDF format)
  

GLOSSARY OF ACRONYMS