Securities Lawyer's Deskbook                          published by The University of Cincinnati College of Law

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Table of Contents

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Sarbanes-Oxley Act of 2002 in PDF (suitable for printing).

Tables -- An Index of Sections Affected by the Sarbanes-Oxley Act of 2002.

Section 1 -- Short title

Section 2 -- Definitions

Section 3 -- Commission Rules and Enforcement




TITLE I

PUBLIC COMPANY ACCOUNTING OVERSIGHT BOARD

Section 101 -- Establishment; Administrative Provisions

Section 102 -- Registration with the Board

Section 103 -- Auditing, Quality Control, and Independence Standards and Rules

Section 104 -- Inspections of Registered Public Accounting Firms

Section 105 -- Investigations and Disciplinary Proceedings

Section 106 -- Foreign Public Accounting Firms

Section 107 -- Commission Oversight of the Board

Section 108 -- Accounting Standards

Section 109 -- Funding




TITLE II

AUDITOR INDEPENDENCE

Section 201 -- Services Outside the Scope of Practice of Auditors

Section 202 -- Preapproval Requirements

Section 203 -- Audit Partner Rotation

Section 204 -- Auditor Reports to Audit Committees

Section 205 -- Conforming Amendments

Section 206 -- Conflicts of Interest

Section 207 -- Study of Mandatory Rotation of Registered Public Accounting Firms

Section 208 -- Commission Authority

Section 209 -- Considerations by Appropriate State Regulatory Authorities




TITLE III

CORPORATE RESPONSIBILITY

Section 301 -- Public Company Audit Committees

Section 302 -- Corporate Responsibility for Financial Reports

Section 303 -- Improper Influence on Conduct of Audits

Section 304 -- Forfeiture of Certain Bonuses and Profits

Section 305 -- Officer and Director Bars and Penalties

Section 306 -- Insider Trades During Pension Fund Blackout Periods

Section 307 -- Rules of Professional Responsibility for Attorneys

Section 308 -- Fair Funds for Investors




TITLE IV

ENHANCED FINANCIAL DISCLOSURES

Section 401 -- Disclosures in Periodic Reports

Section 402 -- Enhanced Conflict of Interest Provisions

Section 403 -- Disclosures of Transactions Involving Management and Principal Stockholders

Section 404 -- Management Assessment of Internal Controls

Section 405 -- Exemption

Section 406 -- Code of Ethics for Senior Financial Officers

Section 407 -- Disclosure of Audit Committee Financial Expert

Section 408 -- Enhanced Review of Periodic Disclosures by Issuers

Section 409 -- Real Time Issuer Disclosures




TITLE V

ANALYST CONFLICTS OF INTEREST

Section 501 -- Treatment of Securities Analysts by Registered Securities Associations and National Securities Exchanges




TITLE VI

COMMISSION RESOURCES AND AUTHORITY

Section 601 -- Authorization of Appropriations

Section 602 -- Appearance and Practice Before the Commission

Section 603 -- Federal Court Authority to Impose Penny Stock Bars

Section 604 -- Qualifications of Associated Persons of Brokers and Dealers




TITLE VII

STUDIES AND REPORTS

Section 701 -- GAO Study and Report Regarding Consolidation of Public Accounting Firms

Section 702 -- Commission Study and Report Regarding Credit Rating Agencies

Section 703 -- Study and Report on Violators and Violations

Section 704 -- Study of Enforcement Actions

Section 705 -- Study of Investment Banks




TITLE VIII

CORPORATE AND CRIMINAL FRAUD ACCOUNTABILITY

Section 801 -- Short Title

Section 802 -- Criminal Penalties for Altering Documents

Section 803 -- Debts Nondischargeable if Incurred in Violation of Securities Fraud Laws

Section 804 -- Statute of Limitations for Securities Fraud

Section 805 -- Review of Federal Sentencing Guidelines for Obstruction of Justice and Extensive Criminal Fraud

Section 806 -- Protection for Employees of Publicly Traded Companies Who Provide Evidence of Fraud

Section 807 -- Criminal Penalties for Defrauding Shareholders of Publicly Traded Companies




TITLE IX

WHITE-COLLAR CRIME PENALTY ENHANCEMENTS

Section 901 -- Short Title

Section 902 -- Attempts and Conspiracies to Commit Criminal Fraud Offenses

Section 903 -- Criminal Penalties for Mail and Wire Fraud

Section 904 -- Criminal Penalties for Violations of the Employee Retirement Income Security Act of 1974

Section 905 -- Amendment to Sentencing Guidelines Relating to Certain White-Collar Offenses

Section 906 -- Corporate Responsibility for Financial Reports




TITLE X

CORPORATE TAX RETURNS

Section 1001 -- Sense of the Senate Regarding the Signing of Corporate Tax Returns by Chief Executive Officers




TITLE XI

CORPORATE FRAUD AND ACCOUNTABILITY

Section 1101 -- Short Title

Section 1102 -- Tampering with a Record or Otherwise Impeding an Official Proceeding

Section 1103 -- Temporary Freeze Authority for the Securities and Exchange Commission

Section 1104 -- Amendment to the Federal Sentencing Guidelines

Section 1105 -- Authority of the Commission to Prohibit Persons from Serving as Officers or Directors

Section 1106 -- Increased Criminal Penalties under Securities Exchange Act of 1934

Section 1107 -- Retaliation Against Informants

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