December 18, 2006

SEC Extends 404 Compliance Dates for Non-Accelerated Filers: 4th Time a Charm?

On Friday, the SEC issued an adopting release to provide for the extension proposed in August to push back the internal controls compliance dates for non-accelerated filers – such date is pushed back from annual reports for fiscal years that end on or after July 15, 2007 to annual reports for fiscal years that end on or after December 15, 2007. This is the 4th “reprieve from the guv’nor” for non-accelerated filers.

The SEC also extended the date by which a non-accelerated filer must begin to comply with the auditor attestation requirement – now that is not required until they file annual reports for fiscal years ending on or after December 15, 2008. This provides time to consider what will be in new (and improved) Auditing Standard No. 2, as well as any implementation guidance that the PCAOB plans to issue for auditors of smaller companies. Any company that provides only a management report – and not an auditor attestation – must state in the annual report that it doesn’t include the auditor’s attestation and that the company’s auditor has not attested to management’s report. The management report filed without the auditor attestation will be considered “furnished” rather than “filed.”

Both of these actions were adopted by the Commission in seriatim and were basically adopted as proposed. The SEC’s press release includes a nifty compliance date chart…

SEC Provides 404 Relief for New ’34 Act Reporters

As part of the same adopting release, the SEC gave relief from the Section 404 requirements for newly public companies by providing them with a transition period so that they can skip 404 for the 1st annual report that they file after becoming a ’34 Act reporting company. Any company that has become public through an IPO (equity or debt), a registered exchange offer or otherwise has become subject to the ’34 Act reporting requirements for the first time (eg. a newly registered foreign private issuer) can avail itself of this transition period. Any company that uses this transition period will need to include a statement in its first annual report that it doesn’t include either a management’s report or an auditor attestation.

And the SEC also posted its revised mutual fund governance proposal that reopens the comment period for its June 2006 proposal to enable the public to comment on two papers prepared by the SEC’s Office of Economic Analysis that will be made public by including them in the comment file at some point. The comment period is 60 days from the date that the second paper is placed on file…

Women in the Boardroom

In this podcast, Toni Wolfman, Executive in Residence of the Women’s Leadership Institute of Bentley College and an author of The Boston Club’s “Census of Women Directors and Executive Officers of Massachusetts Public Companies,” discusses the latest issues relating to women in the boardroom, including:

– What were the key findings from The Boston Club’s report on women directors?
– Why should companies include more women on boards?
– How can companies looking for qualified director candidates find the right female candidates?