Securities Lawyer's Deskbook
                         published by The University of Cincinnati College of Law
UC Law logo


The

Sarbanes-Oxley Act of 2002





Section 1103 -- Temporary Freeze Authority for the Securities and Exchange Commission


  1. In General. Section 21C(c) of the Securities Exchange Act of 1934 is amended by adding at the end the following:

    "(3) Temporary freeze.----
      "(A) In general.--
        "(i) Issuance of temporary order.--Whenever, during the course of a lawful investigation involving possible violations of the Federal securities laws by an issuer of publicly traded securities or any of its directors, officers, partners, controlling persons, agents, or employees, it shall appear to the Commission that it is likely that the issuer will make extraordinary payments (whether compensation or otherwise) to any of the foregoing persons, the Commission may petition a Federal district court for a temporary order requiring the issuer to escrow, subject to court supervision, those payments in an interest-bearing account for 45 days.
        "(ii) Standard.--A temporary order shall be entered under clause (i), only after notice and opportunity for a hearing, unless the court determines that notice and hearing prior to entry of the order would be impracticable or contrary to the public interest.
        "(iii) Effective period.--A temporary order issued under clause (i) shall--
          "(I) become effective immediately;
          "(II) be served upon the parties subject to it; and
          "(III) unless set aside, limited or suspended by a court of competent jurisdiction, shall remain effective and enforceable for 45 days.
        "(iv) Extensions authorized.--The effective period of an order under this subparagraph may be extended by the court upon good cause shown for not longer than 45 additional days, provided that the combined period of the order shall not exceed 90 days.
      "(B) Process on Determination of violations.--
        "(i) Violations charged.--If the issuer or other person described in subparagraph (A) is charged with any violation of the Federal securities laws before the expiration of the effective period of a temporary order under subparagraph (A) (including any applicable extension period), the order shall remain in effect, subject to court approval, until the conclusion of any legal proceedings related thereto, and the affected issuer or other person, shall have the right to petition the court for review of the order.
        "(ii) Violations not charged.--If the issuer or other person described in subparagraph (A) is not charged with any violation of the Federal securities laws before the expiration of the effective period of a temporary order under subparagraph (A) (including any applicable extension period), the escrow shall terminate at the expiration of the 45-day effective period (or the expiration of any extension period, as applicable), and the disputed payments (with accrued interest) shall be returned to the issuer or other affected person.".




  2. Technical Amendment. Section 21C(c)(2) of the Securities Exchange Act of 1934 is amended by striking "This" and inserting "paragraph (1)".


Legislative History


July 30, 2002, 107 P.L. 204, Title XI, § 1103, 116 Stat. 745.

Return to top

Notice to Users: The Deskbook is made available with the understanding that the University of Cincinnati College of Law is not engaged in rendering legal, accounting or other professional services. If legal advice or other expert assistance is required, the services of a competent professional person should be sought. See Terms and Conditions of Use.  UC Brand Ingot

© Copyright 1998-2009, University of Cincinnati, All Rights Reserved
 Contact: ronald.jones@uc.edu