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SEC Adopts Final Rules Relating to Internal Control Reports ( June 2003 )
The Securities and Exchange Commission (the "SEC") has adopted final rules under Section 404 of the Sarbanes-Oxley Act of 2002 (the "Act") that will require both U.S. and non-U.S. reporting companies to include in their annual reports a report of management on the company's internal control over financial reporting. -
SEC Issues Final Rules Requiring Companies To Disclose Material Off-Balance Sheet Arrangements ( March 2003 )
On January 28, 2003, the Securities and Exchange Commission (SEC) issued final rules implementing the legislative mandate contained in Section 401(a) of the Sarbanes-Oxley Act regarding the disclosure of material off-balance sheet arrangements. Consistent with the proposed rules outlined in one of our previous Alerts, the final rules require a registrant to provide an explanation of its off-balance sheet arrangements in a separately captioned subsection of the "Management's Discussion and Analysis" (MD&A) section of a registrant's disclosure documents. -
Rating Agencies Under SEC and Congressional Scrutiny ( December 2002 )
In order to fulfill requirements set forth in Section 702 of the Sarbanes-Oxley Act of 2002, the Securities and Exchange Commission (SEC) held two full days of hearings on November 15 and 21, 2002 to assess the regulatory framework applicable to rating agencies. Each hearing examined the same topics with a different set of invited participants. -
SEC Proposes Rules for Comment Implementing Section 406 of the Sarbanes-Oxley Act ( November 2002 )
On October 22, 2002, the Securities and Exchange Commission (SEC) proposed rules for comment that, if adopted, will implement Section 406 of the Sarbanes-Oxley Act of 2002 (the Act). In general, Section 406 of the Act requires the SEC to enact rules requiring public companies to disclose whether they have adopted codes of ethics for their respective principal executive officers and senior financial officers and further directs the SEC to promulgate rules requiring issuers to disclose on Form 8-K, or by the Internet or other electronic means of transmission, whether such policies are ever waived or amended. -
Rule 144A Offerings--A Summary (1999) ( January 1999 )
This memorandum summarizes Rule 144A of the Securities and Exchange Commission and a form of transaction that has recently been developed since the adoption of Rule 144A.
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