June 9, 2004

302 CEO/CFO Certifications in Amended

It looks like Corp Fin’s position on 302 certifications for amended filings has evolved a bit. Now, if an amended filing contains an amendment to the Reg. S-K Item 307 & 308 disclosure about the company’s evaluation of disclosure controls and procedures and internal controls for financial reporting (and accordingly, the paragraph 4 certifications regarding controls and procedures are made), the CEO/CFO must also make the paragraph 5 certifications. In other words, paragraphs 4 and 5 go together when it comes to amended filings.

We have added a decision tree for 302 certifications in amended filings to our “CEO/CFO Certifications” Practice Area.

SEC Cleaning House Re: ’34 Act Filers?

Yesterday, the SEC instituted two separate public administrative proceedings against 31 companies to determine whether to revoke the registration of their securities under the ’34 Act (the SEC also temporarily suspended trading in the securities of 26 of these companies).

This really is not newsworthy, except that it’s the first time that the SEC has brought this type of action. Even though the SEC appropriately is going after these shell companies to prevent market manipulation, I couldn’t help but think how this will help reduce Corp Fin’s review burden under Section 408 of Sarbanes-Oxley (i.e. each ’34 Act filer must be reviewed once every 3 years), even though 31 companies is merely a drop in the bucket…