SEC Commissioner Peirce Discusses SEC Proposal to Change SOX 404(b)

SEC Commissioner Hester M. Peirce recently discussed SEC rulemaking and its current agenda. As part of her remarks, Peirce discussed the SEC’s recent proposal to amend the accelerated filer and large accelerated filer definitions.  According to the SEC, the proposed amendments “would reduce costs for certain lower-revenue companies by more appropriately tailoring the types of companies that are categorized as accelerated and large accelerated filers while maintaining effective investor protections.”

In her remarks, Peirce indicated that the SEC’s recently “started the process of updating and making more flexible one rule that has proved—since it was first adopted—to be quite costly. Section 404(b) of the Sarbanes-Oxley Act requires public companies to have their internal controls audited by an independent auditor. Specifically, we proposed to allow certain small, low-revenue companies to opt out of the auditor attestation requirement. Contrary to some reports, these companies will still undergo the normal financial statement audit, and managers will still be required to conduct an assessment of the companies’ internal controls. We simply made optional the additional safeguard of having an independent auditor attest to those internal controls.”

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