President Bush signed the Sarbanes-Oxley Act of 2002 into law today…now the SEC has to interpret and rulemake under it. The staff is working around the clock to start interpreting it. Keep an eye on the SEC’s web site as developments are expected shortly.
Today, the SEC issued a statement that recommends that the 947 companies (the ones subject to their Order) file their certifications on Form 8-K (in addition to sending the manual ones to the SEC secretary) in addition to posting them on their own corporate web sites.
Based on the SEC’s strong language that the certications are material, nonpublic information (that then should be widely disseminated under Regulation FD), many practitioners believe that all 947 companies will do both – that is:
– send their manual certification to the SEC’s secretary – this is not edgarized and filed, and
– file a Form 8-K under either item 5 or item 9 (most probably will use item 9 as that carries less liability – the document is considered “furnished” rather than “filed” – even though both get edgarized and filed). Texas Instruments already has filed the first 8-K – and that was under item 9.
We have just updated the memo on RealCorporateLawyer.com on the topic – this is at http://www.realcorporatelawyer.com/CEO_Certifications.html.