The Sarbanes‐Oxley Act of 2002

The President has signed legislation, the “Sarbanes‐Oxley Act of 2002”, (the “Act”) that amends the U.S. securities and other laws in significant ways. The law changes corporate governance, including the responsibilities of directors and officers; the regulation of accounting firms that audit public companies; corporate reporting; and enforcement. Many of the Act’s provisions will be enhanced by SEC rulemaking and, probably, by stock market listing standards as well. Generally, the Act applies to U.S. and non‐U.S. public companies that have registered securities (debt or equity) with the SEC under the Securities Exchange Act of 1934. The Act is lengthy. The implications of the Act will not be fully known until the SEC adopts implementing rules and, thereafter, as interpretations develop, whether by the SEC or in litigation. This memorandum is a summary and not a complete description of the Act. It does not constitute legal advice for any particular situation.