CLIFFORD CHANCE
December 15, 2006

Client Alert

SEC issues further relief from SOX 404 for Smaller Companies and Newly Public Companies


The Securities and Exchange Commission today issued further relief for Smaller Companies and Newly Public Companies from the Section 404 Requirements of the Sarbanes Oxley Act of 2002. The revised compliance dates are set forth below:

Accelerated Filer Status Revised Compliance Dates and Final Rules Regarding the Internal Control Over Financial Reporting Requirements
Management's Report Auditor's Attestation
U.S. Issuer Large Accelerated Filer OR Accelerated Filer ($75MM or more) Already complying (Annual reports for fiscal years ending on or after November 15, 2004) Already complying (Annual reports for fiscal years ending on or after November 15, 2004)
Non-accelerated Filer (less than $75MM) Annual reports for fiscal years ending on or after December 15, 2007 Annual reports for fiscal years ending on or after December 15, 2008
Foreign Issuer Large Accelerated Filer ($700MM or more) Annual reports for fiscal years ending on or after July 15, 2006 Annual reports for fiscal years ending on or after July 15, 2006
Accelerated Filer ($75MM or more and less than $700MM) Annual reports for fiscal years ending on or after July 15, 2006 Annual reports for fiscal years ending on or after July 15, 2007
Non-accelerated Filer (less than $75MM) Annual reports for fiscal years ending on or after December 15, 2007 Annual reports for fiscal years ending on or after December 15, 2008
U.S. or Foreign Issuer Newly Public Company Second Annual Report Second Annual Report

The Final Rule Release is available here.

CONTACT INFORMATION

If you would like to know more about the subjects covered in this publication or our services, please contact:

David Bernstein
+1 212 878 8342
david.bernstein@cliffordchance.com

Sara Hanks
+1 212 878 8014
sara.hanks@cliffordchance.com

Richard Pritz
+1 212 878 8220
richard.pritz@cliffordchance.com

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