Securities Lawyer's Deskbook
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Sarbanes-Oxley Act of 2002

Section 408 -- Enhanced Review of Periodic Disclosures by Issuers

  1. Regular and Systematic Review. The Commission shall review disclosures made by issuers reporting under section 13(a) of the Securities Exchange Act of 1934 (including reports filed on Form 10-K), and which have a class of securities listed on a national securities exchange or traded on an automated quotation facility of a national securities association, on a regular and systematic basis for the protection of investors. Such review shall include a review of an issuer's financial statement.

  2. Review Criteria. For purposes of scheduling the reviews required by subsection (a), the Commission shall consider, among other factors--

    1. issuers that have issued material restatements of financial results;

    2. issuers that experience significant volatility in their stock price as compared to other issuers;

    3. issuers with the largest market capitalization;

    4. emerging companies with disparities in price to earning ratios;

    5. issuers whose operations significantly affect any material sector of the economy; and

    6. any other factors that the Commission may consider relevant.

  3. Minimum Review Period. In no event shall an issuer required to file reports under section 13(a) or 15(d) of the Securities Exchange Act of 1934 be reviewed under this section less frequently than once every 3 years.

Legislative History

July 30, 2002, 107 P.L. 204, Title IV, § 408, 116 Stat. 745.

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