The Sarbanes-Oxley Act of 2002 presents an extraordinary expansion of US securities law regulation of corporate governance, disclosure, reporting and accounting requirements and penalties, which should be fully understood by all publicly traded and reporting companies. Click on the selected updates from Mayer Brown below for comment and analysis of the Act's provisions. Also included on this page are links to laws, rules, and other related articles and materials. For further information please contact the members of our firm listed in the Commentary & Analysis publications below.

Commentary & Analysis  |  Laws, Final Rules, & Orders  |  Proposed Rules
NYSE & NASDAQ  |  Legislative Materials  |  Corporate & Securities Practice
Related Practice Groups

• Form 10-K Exhibit Requirements with Respect to Compensatory Arrangements, Securities Update (February 11, 2005)
  
  
• The WorldCom and Enron Settlements, Securities Update (January 31, 2005)
  
  
• SEC Responds to Frequently Asked Questions on Form 8-K, Securities Update (December 20, 2004)
  
  
• SEC Updates Frequently Asked Questions Concerning Auditor Independence, Securities Update (December 20, 2004)
  
  
• SEC Delays Final Accelerated Filer Phase-in Period and Defers Internal Control Over Financial Reporting Compliance Date for Smaller Accelerated Filers, Securities Update (December 17, 2004)
  
  
• Amendment of NYSE Corporate Governance Listing Standards, Securities Update (November 12, 2004)
  
  
• California Amends Corporate Disclosure Act, California Legislative Update (November 4, 2004)
  
  
• What Constitutes a Material Contract?, Securities Update (October 1, 2004)
  
  
• Effective Compliance and Ethics Programs Under the Amended Sentencing Guidelines, Securities Update (September 27, 2004)
   
• Deferred Compensation Legislation Goes to Conference - Significant Grandfather Issues Remain, Mayer, Brown, Rowe & Maw LLP (June 17, 2004)
  
  
• SEC Revises Form 8-K, Securities Update (April 5, 2004)
  
  
• The SEC's Adoption of New Rules for Registered Investment Advisers Relating to Compliance Programs, Securities Update (February 23, 2004)
  
  
• 2004 Annual Update for Form 10-K and Proxy Statement Preparation, Securities Update (January 31, 2004)
  
  
• NYSE Publishes FAQs on Corporate Governance Listing Standards, Securities Update (January 29, 2004)
  
  
• The SEC's Interpretive Release on MD&A, Securities Update (January 11, 2004)
  
  
• SEC Adopts New Disclosure Requirements Regarding Nominating Committee Functions and Communications Between Security Holders and Boards of Directors, Securities Update (December 31, 2003)
  
  
• SEC Revises Rule 10b-18 - The Safe Harbor for Purchases of Certain Equity Securities by the Issuer - and Adds New Disclosure Requirements for Issuer Repurchases, Securities Update (December 31, 2003)
  
  
• NYSE and Nasdaq Corporate Governance Listing Standards, Securities Update (December 31, 2003)
  
  
• Shareholder Approval Requirements for Equity Compensation Plans; Brokers Ability to Vote on Those Plans, Securities Update (July 16, 2003)
  
  
• SEC Adopts Rules Implementing the Internal Control Report Required by Section 404 of the Sarbanes-Oxley Act, Securities Update (June 18, 2003)
  
  
• Electronic Filing and Website Posting of All Section 16 Reports, Securities Update (May 30, 2003)
  
  
• Improper Influence on Conduct of Audits, Securities Update (May 30, 2003)
  
  
• SEC Adopts New Rule on Listing Standards for Audit Committees Pursuant to the Sarbanes-Oxley Act, Securities Update (April 24, 2003)
  
  
• SEC Adopts Professional Standards for Attorneys, Securities Update (March 11, 2003)
  
  
• SEC Adopts New Rules on Auditor Independence Pursuant to the Sarbanes-Oxley Act, Securities Update (March 11, 2003)
  
  
• Disclosure in MD&A About Off-Balance Sheet Arrangements and Aggregate Contractual Obligations, Securities Update (March 11, 2003)
  
  
• The SEC's Recent Enforcement Actions under Regulation FD, Securities Update (February 20, 2003)
  
  
• SEC Adopts Rules on Use of Non-GAAP Financial Measures and Earnings Releases, Securities Update (February 19, 2003)
  
  
• Annual Update for Form 10-K and Proxy Statement Preparation, Securities Update (February 19, 2003)
  
  
• Disclosure of Codes of Ethics for Senior Officers, Securities Update (January 29, 2003)
  
  
• SEC Adopts Final Rules Requiring Disclosure of Audit Committee Financial Experts Pursuant to the Sarbanes-Oxley Act, Securities Update (January 29, 2003)
  
  
• SEC Adopts Rules Implementing Sarbanes-Oxley Blackout Period Trading Restrictions, Securities Update (January 29, 2003)
  
  
• California Adopts Corporate Disclosure Act Applicable to All Corporations Incorporated or Qualified to do Business in California, Legislative Update (November 21, 2002)
  
  
• Recent Regulatory Developments Affecting Registered Investment Companies, Securities Update (October 29, 2002)
  
  
• Twenty-Five Law Firm Letter Addressing Interpretive Issues Under § 402 of the Sarbanes-Oxley Act, (Co-Authored by the 25 Undersigned Law Firms) (Oct. 15, 2002) (PDF)
  
  
• Sarbanes-Oxley: Issues for Financial Institutions, The Financial Services Regulatory Report (Sept./Oct. 2002) (PDF)
  
  
• The Sarbanes-Oxley Act: Application to Registered Investment Companies, Securities Update (Sept. 30, 2002) (PDF)
  
  
• Suggested Disclosure Controls & Procedures, Securities Update (Sept. 25, 2002) (PDF)
  
  
• Highlights of the Sarbanes-Oxley Act of 2002 for Non-U.S. Issuers, Securities Update (Sept. 25, 2002) (PDF)
  
  
• Audit, Nominating & Governance and Compensation Committees of Boards of Directors and their Committee Charters and Corporate Governance Guidelines and Corporate Ethics Policies of Boards of Directors, Securities Update (Sept. 15, 2002) (PDF)
  
  
• Accelerated SEC Periodic Reporting Requirements, Securities Update (Sept. 12, 2002) (PDF)
  
  
• SEC Adopts Rules Implementing Sarbanes-Oxley CEO/CFO Certification and Internal Controls Requirements, Securities Update (Sept. 4, 2002) (PDF)
  
  
• Acceleration of Insider Reporting Under Section 16, Securities Update (Aug. 29, 2002) (PDF)
  
  
• Sarbanes-Oxley Act of 2002, Securities Update (July 31, 2002 - rev.  Aug. 10, 2002) (PDF Format)
  
  
• Certification of Disclosure and Enhanced Reporting Procedures, Securities Update (July 2, 2002 - revised July 15, 2002) (PDF)

  Annex A: Suggested Procedures for CEO and CFO Certification of Disclosures (PDF)

• New SEC Rules Require Greater Disclosure of Equity Compensation Plan Information, Securities Update (January 18, 2002) (PDF)
  

• Disclosure Regarding Nominating Committee Functions and Communications Between Security Holders and Boards of Directors, Release No. 33-8340 (final rule), U.S. Securities & Exchange Commission (November 24, 2003)
  
  

• NASD and NYSE Rulemaking: Relating to Corporate Governance, Release No. 34-48745 (adopting release), U.S. Securities & Exchange Commission (November 4, 2003)
  
  
• Commission Notice: Broker-Dealer Financial Statement Requirements under Section 17 of the Exchange Act, U.S. Securities & Exchange Commission (August 4, 2003)
  
  
• Self-Regulatory Organizations; New York Stock Exchange, Inc. and National Association of Securities Dealers, Inc.; Order Approving NYSE and Nasdaq Proposed Rule Changes and Nasdaq Amendment No. 1 and Notice of Filing and Order Granting Accelerated Approval to NYSE Amendments No. 1 and 2 and Nasdaq Amendments No. 2 and 3 Thereto Relating to Equity Compensation Plans, Release Nos. No. 34-48108, U.S. Securities & Exchange Commission (June 30, 2003)
  
  
• Management's Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, Release Nos. 34-47986; IC-26068 (final rule), U.S. Securities & Exchange Commission (June 5, 2003)
  
  
• Improper Influence on Conduct of Audits, Release No. 34-47890 (final rule), U.S. Securities & Exchange Commission (May 20, 2003)
  
  
• Mandated Electronic Filing and Website Posting for Forms 3, 4 and 5, SEC Release No. 33-8230 (final rule), U.S. Securities & Exchange Commission (May 7, 2003)
  
  
• Order Regarding Section 101(d) of the Sarbanes-Oxley Act of 2002, Release No. 33-8223 (order), U.S. Securities & Exchange Commission (April 25, 2003)
  
  
• Order Regarding Section 103(a)(3)(B) of the Sarbanes-Oxley Act of 2002, Release No. 33-8222 (order), U.S. Securities & Exchange Commission (April 25, 2003)
  
  
• Standards Relating To Listed Company Audit Committees, Release No. 33-8220 (final rule), U.S. Securities & Exchange Commission (April 9, 2003)



• Sarbanes-Oxley Act of 2002, Pub. L. No. 107-204, 116 Stat. 745 (2002)
  
  
• Compliance by Asset-Backed Issuers with Exchange Act Rules 13a-14 and 15d-14 (rev. statement), U.S. Securities & Exchange Commission Div. of Corp. Fin. (Feb. 21, 2003)
  
  
• Definition of Terms in and Specific Exemptions for Banks, Savings Associations, and Savings Banks Under Sections 3(a)(4) and 3(a)(5) of the Securities Exchange Act of 1934 (final rule), U.S. Securities & Exchange Commission Release No. 34-47364 (Feb. 20, 2003)
  
  
• Implementation of Standards of Professional Conduct for Attorneys (final rule), U.S. Securities & Exchange Commission Release No. 33-8185 (Jan. 29 , 2003)



• Strengthening the Commission's Requirements Regarding Auditor Independence (final rule), U.S. Securities & Exchange Commission Release No. 33-8183 (Jan. 28, 2003)



• Certification of Management Investment Company Shareholder Reports and Designation of Certified Shareholder Reports as Exchange Act Periodic Reporting Forms; Disclosure Required by Sections 406 and 407 of the Sarbanes-Oxley Act of 2002 (final rule), U.S. Securities & Exchange Commission, Release No. 34-47262 (Jan. 27, 2003)



• Disclosure in Management's Discussion and Analysis About Off-Balance Sheet Arrangements and Aggregate Contractual Obligations, U.S. Securities & Exchange Commission Release No. 33-8182 (Jan. 27, 2003) (final rule)
  
  
• Retention of Records Relevant to Audits and Reviews (final rule), U.S. Securities & Exchange Commission Release No. 33-8180 (Jan. 24 , 2003)



• Disclosure Required by Sections 406 and 407 of the Sarbanes-Oxley Act of 2002 (final rule), U.S. Securities & Exchange Commission Release No. 33-8177 (Jan. 24 , 2003)



• Insider Trades During Pension Fund Blackout Periods (final rule), U.S. Securities & Exchange Commission Release No. 34-47225 (Jan. 22, 2003)



• Conditions for Use of Non-GAAP Financial Measures (final rule), U.S. Securities & Exchange Commission Release No. 33-8176 (Jan. 22 , 2003)



• Standards Relating To Listed Company Audit Committees (proposed rule), U.S. Securities & Exchange Commission Release No. 34-47137 (Jan. 8, 2003)



• Acceleration of Periodic Report Filing Dates and Disclosure Concerning Website Access to Reports, U.S. Securities & Exchange Commission Release No. 33-8128 (Sept. 5, 2002) (final rule)
  
  
• Certification of Disclosure in Companies' Quarterly and Annual Reports, U.S. Securities & Exchange Commission Release No. 34-46427 (Aug. 29, 2002) (final rule)
  
  
• Ownership Reports and Trading by Officers, Directors and Principal Security Holders, U.S. Securities & Exchange Commission Release No. 34-46421 (Aug. 27, 2002) (final rule)
  
  
• Order Requiring the Filing of Sworn Statements Pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934 , U.S. Securities & Exchange Commission File No. 4-460 (June 27, 2002)
  
  
• German Corporate Governance Code, Commission of the German Corporate Governance Code (Feb. 26, 2002)
  
  
• Cautionary Advice Regarding Disclosure About Critical Accounting Policies, U.S. Securities & Exchange Commission Release No. 33-8040 (Dec. 12, 2001) 
  

Proposed Rules

• First-Time Application of International Financial Reporting Standards, U.S. Securities & Exchange Commission Release No. 33-8397 (Mar. 15, 2004) (proposed rule)
   
• Mandated Electronic Filing and Website Posting for Forms 3, 4 and 5, U.S. Securities & Exchange Commission Release No. 33-8170 (Dec. 24, 2002) (proposed rule)
   
• Shareholder Reports and Quarterly Portfolio Disclosure of Registered Management Investment Companies, U.S. Securities & Exchange Commission Release No. IC-25870 (Dec.18, 2002) (proposed rule)
   
• Rule 10b-18 and Purchases of Certain Equity Securities by the Issuer and Others, U.S. Securities & Exchange Commission Release No. 33-8160 (Dec.10, 2002) (proposed rule)
   
• Strengthening the Commission's Requirements Regarding Auditor Independence, U.S. Securities & Exchange Commission Release No. 33-8154 (Dec. 2, 2002) (proposed rule)
   
• Retention of Records Relevant to Audits and Reviews, U.S. Securities & Exchange Commission Release No. 33-8151 (Nov. 21, 2002) (proposed rule)
   
• Insider Trades During Pension Fund Blackout Periods, U.S. Securities & Exchange Commission Release No. 34-46778 (Nov. 6, 2002) (proposed rule)
   
• Conditions for Use of Non-GAAP Financial Measures, U.S. Securities & Exchange Commission Release Nos. 33-8145; 34-46768 (Nov. 5, 2002) (proposed rule)
   
• Disclosure in Management's Discussion and Analysis About Off-Balance Sheet Arrangements, Contractual Obligations and Contingent Liabilities and Commitments, U.S. Securities & Exchange Commission Release No. 33-8144 (Nov. 4, 2002) (proposed rule)
   
• Disclosure Required by Sections 404, 406, and 407 of the Sarbanes-Oxley Act of 2002, U.S. Securities & Exchange Commission Release No. 33-8138, 67 Fed. Reg. 66208 (Oct. 30, 2002) (proposed rule)
   
• Improper Influence on Conduct of Audits, U.S. Securities & Exchange Commission Release No. 34-46685 (Oct. 18, 2002) (proposed rule)
   
• Certification of Management Investment Co. Shareholder Reports & Designation of Certified Shareholder Reports As Exchange Act Periodic Reporting Forms, U.S. Securities & Exchange Commission Release No. 34-46441 (Aug. 30, 2002) (proposed rule) 
   
• Certification of Disclosure in Companies' Quarterly and Annual Reports, U.S. Securities & Exchange Commission Release No. 34-46079 (June 17, 2002) (“the June 17th proposing release”)
   
• Disclosure in Management's Discussion and Analysis about the Application of Critical Accounting Policies, U.S. Securities & Exchange Commission Release No. 33-8090 (May 10, 2002)
  
  

NYSE & NASDAQ

• Instructions For Submission of Written Affirmations, NYSE (Feb. 24, 2004)
   

• Annual Written Affirmation, NYSE (Feb. 24, 2004)
   

• Exhibit G to Annual Written Affirmation: Instructions, NYSE (Feb. 24, 2004)
   

• Annual CEO Certification: Section 303A.12(a), NYSE (Feb. 24, 2004)
   

• Interim Written Affirmation, NYSE (Feb. 24, 2004)
   

• NYSE Listed Company Manual Section 303A Corporate Governance Listing Standards Frequently Asked Questions, NYSE (Feb. 13, 2004)
   

• NASD and NYSE Rulemaking: Relating to Corporate Governance, Release No. 34-48745 (adopting release), U.S. Securities & Exchange Commission (Nov. 4, 2003)
  
  

• Self-Regulatory Organizations; New York Stock Exchange, Inc. and National Association of Securities Dealers, Inc.; Order Approving NYSE and Nasdaq Proposed Rule Changes and Nasdaq Amendment No. 1 and Notice of Filing and Order Granting Accelerated Approval to NYSE Amendments No. 1 and 2 and Nasdaq Amendments No. 2 and 3 Thereto Relating to Equity Compensation Plans, Release Nos. No. 34-48108, U.S. Securities & Exchange Commission (June 30, 2003)
  
  

• Summary of NASDAQ Corporate Governance Proposals As of October 10, 2002, NASDAQ (Oct. 10, 2002)
  
  

• NASDAQ Corporate Governance Proposals, NASDAQ (Oct. 10, 2002)
  
  

• Corporate Governance Rule Proposal -- Shareholder Approval of Equity Compensation Plans and the Voting Of Proxies, NYSE (Oct. 7, 2002)
  
  
• Corporate Governance Rule Proposals Reflecting Recommendations from the NYSE Corporate Accountability and Listing Standards Committee As Approved by the NYSE Board of Directors August 1, 2002, NYSE (No. SR-NYSE-2002-33 filed Aug. 16, 2002)

Vol I: Report Of Investigation Of Enron Corporation And Related Entities Regarding Federal Tax And Compensation Issues, And Policy Recommendations, U.S. Joint Comm. on Taxation, 108th Cong. (JCS-3-03) (Feb. 2003)

Vol II: Report Of Investigation Of Enron Corporation And Related Entities Regarding Federal Tax And Compensation Issues, And Policy Recommendations, U.S. Joint Comm. on Taxation, 108th Cong. appendices A & B (JCS-3-03) (Feb. 2003)

Vol III: Report Of Investigation Of Enron Corporation And Related Entities Regarding Federal Tax And Compensation Issues, And Policy Recommendations, U.S. Joint Comm. on Taxation, 108th Cong. appendices C & D (JCS-3-03) (Feb. 2003)

Written Testimony Of The Staff Of The Joint Committee On Taxation On The Report Of Investigation Of Enron Corporation And Related Entities Regarding Federal Tax And Compensation Issues, And Policy Recommendations (testimony before Senate Comm. On Finance), U.S. Joint Comm. on Taxation, 108th Cong. (JCX-10-03) (Feb. 13, 2003)

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