How Does Sarbanes-Oxley Affect Me Now?
The Sarbanes-Oxley Act of 2002 and various regulatory initiatives impose a variety of obligations and restrictions on public companies. The statutory and regulatory pronouncements include numerous dates and periods on or by which companies must act or refrain from doing certain actions. These pronouncements also include a variety of dates and periods on or by which Congress has mandated that the Securities and Exchange Commission and the various stock exchanges must act. In many cases, the SEC has adopted regulations within the Congressionally-mandated deadlines, but the regulations incorporate phase-in and grandfathering periods, as well as exceptions, that may make it difficult to efficiently figure out the simple question "Is this applicable to me now and if not now, when?" Although not a substitute for the advice of a qualified professional, Goodwin Procter LLP has assembled a timeline to help companies prepare for and address the changing corporate governance and disclosure landscape which is kept updated on our website at: http://www.goodwinprocter.com/pdfs/S_O_timeline.pdf.
This up to date timeline includes a brief description of the relevant provisions of the Sarbanes-Oxley Act (and related rules) that are already in effect, the dates by which companies must comply with these provisions, citations to the applicable provisions of the Sarbanes-Oxley Act and SEC pronouncements and live links to Goodwin Procter's Public Company Advisories discussing the referenced topic. A brief description of some of the more noteworthy pending and to be adopted rules and/or regulations follows at the end of the timeline. In addition, Appendix NYSE contains a discussion of the proposed New York Stock Exchange Corporate Governance Rules which have been filed with the SEC, and Appendix Nasdaq contains a similar discussion of the proposed Nasdaq Corporate Governance Rules.
The timeline omits dates for Congressionally-mandated studies and also omits dates and periods applicable solely to the government and other third parties (such as the Public Company Accounting Oversight Board). This timeline is intended to cover statutory and/or regulatory provisions that are applicable to domestic public companies. The effective dates and applicability of the provisions described in this timeline may vary for foreign companies and investment companies.
A reference to an "Advisory" under the column "Citation" refers to a Public Company Advisory prepared by Goodwin Procter LLP on that topic. Links to each Advisory may be found throughout the timeline and also at the following address: http://www.goodwinprocter.com/sarbanoxindex.asp.