Pre-Filing Matters – When does Sarbanes-Oxley apply? – (22)

“material correcting adjustments” identified by the company’s accountants must be reflected in all periodic reports containing GAAP financial statements;
potential compensation disgorgement upon a restatement of financial results attributable to misconduct;
auditor independence;
certifications by the company’s CEO and CFO of each periodic report containing financial statements;
adoption of a code of business conduct and ethics for directors, officers and employees;
whistleblower protections for employees who come forward with information relating to violations of federal securities laws;
the creation of audit, nominating and compensation committees that comply with certain independence requirements; note that the independence requirements for compensation committees were strengthened by Dodd-Frank; and
shareholder approval of equity compensation plans.
When does Sarbanes-Oxley apply?
Certain provisions of Sarbanes-Oxley become applicable immediately upon the filing of the registration statement by a company, even before the registration statement is declared effective, and other provisions of Sarbanes-Oxleyapply to a company as soon as its registration statement becomes effective. Accordingly, the company must familiarize itself with Sarbanes- Oxley requirements early in the offering process and

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