Sarbanes-Oxley Act English Full TextPUBLIC LA W 107–204—JULY 30 2002 116 STA T 745 Public Law 107–204 107th Congress An Act To protect investors by improving the accuracy and reliability of corporate

agencies. TITLE III—CORPORATE RESPONSIBILITY Sec. 301. Public company audit committees. Sec. 302. Corporate responsibility for financial reports. Sec. 303. Improper influence on conduct of audits. Sec. 304. Forfeiture of certain bonuses and profits. Sec. 305. Officer and director bars and penalties. Sec. 306. Insider trades during pension fund blackout periods. Sec. 307. Rules of professional responsibility for attorneys. Sec. 308. Fair funds for investors. Sec. 309. Funding for the SEC. TITLE IV—ENHANCED FINANCIAL DISCLOSURES Sec. 401. Disclosures in periodic reports. Sec. 402. Enhanced conflict of interest provisions. Sec. 403. Disclosures of transactions involving management and principal stockholders. Sec. 404. Management assessment of internal controls. Sec. 405. Exemption. Sec. 406. Code of ethics for senior financial officers. Sec. 407. Disclosure of audit committee financial expert. Sec. 408. Enhanced review of periodic disclosures by issuers. Sec. 409. Real time issuer disclosures. Sec. 410. Disclosure of compensation arrangements. Sec. 411. Expedited access to information. Sec. 412. Analyst conflicts of interest. Sec. 413. Commission rules and enforcement. TITLE V— ANALYST CONFLICTS OF INTEREST Sec. 501. Treatment of securities analysts by registered securities associations and national securities exchanges. Sec. 502. Rules of the Securities and Exchange Commission. Sec. 503. Commission study and report. Sec. 504. GAO study and report. TITLE VI—COMMISSION RESOURCES AND AUTHORITY Sec. 601. Authorization of appropriations. Sec. 602. Appearance and practice before the Commission. Sec. 603. Federal court authority to impose penny stock bars. Sec. 604. Qualifications of associated persons of brokers and dealers. Sec. 605. Review of the SEC. Sec. 606. Protection of whistleblowers. Sec. 607. Deadline for timely filing of reports. Sec. 608. Sense of the Senate regarding expensing of stock options. TITLE VII—STUDIES AND REPORTS Sec. 701. GAO study and report on consolidation of public accounting firms. Sec. 702. Commission study and report on credit rating agencies. Sec. 703. Study and report on violators and violations. Sec. 704. Study of enforcement actions. Sec. 705. Study of investment banks. Sec. 706. Study on the use of credit ratings by financial institutions. Sec. 707. Study of the role of actuaries in the decision-making process of pension plans. Sec. 708. Study on the adoption by private companies of corporate governance practices applicable to public companies. Sec. 709. Study of the interactive data disclosure system. Sec. 710. Study of enforcement penalties. TITLE VIII—CORPORATE AND CRIMINAL FRAUD ACCOUNTABILITY Sec. 801. Short title. Sec. 802. Criminal penalties for altering documents. Sec. 803. Debts no dischargeable if incurred in violation of securities fraud laws. Sec. 804. Statute of limitations for securities fraud. Sec. 805. Review of Federal Sentencing Guidelines for obstruction of justice and extensive criminal fraud. Sec. 806. Protection for employees of publicly traded companies who provide evidence of fraud. Sec. 807. Criminal penalties for defrauding shareholders of publicly traded companies. Sec. 808. Corporate and criminal fraud accountability. Sec. 809. Criminal penalties for securities fraud. Sec. 810. Savings provisions. SEC. 2. DEFINITIONS. (a) IN GENERAL.—Section 3 of the Securities Exchange Act of 1934 (15 U.S.C. 78c) is amended— (1) by redesignating paragraphs (5) through (29) as paragraphs (6) through (30), respectively; and (2) by inserting after paragraph (4) the following new paragraph: ‘‘(5) The terms ‘audit committee’, ‘issuer’, ‘non-audit services’, ‘audit partner’, ‘financial expert’, and ‘independent director’ have the meanings given such terms in section 10A(m) of the Securities Exchange Act of 1934, as added by section 301 of the Sarbanes-Oxley Act of 2002.’’. (b) CONFORMING AMENDMENTS.— (1) Section 10A(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78j–1(a)) is amended by inserting ‘‘(as defined in section 3)’’ after ‘‘issuer’’. (2) Section 10A(b)(1) of the Securities Exchange Act of 1934 (15 U.S.C. 78j–1(b)(1)) is amended by inserting ‘‘(as defined in section 3)’’ after ‘‘issuer’’. (3) Section 10A(b)(2) of the Securities Exchange Act of 1934 (15 U.S.C. 78j–1(b)(2)) is amended by inserting ‘‘(as defined in section 3)’’ after ‘‘issuer’’. (4) Section 10A(c)(1) of the Securities Exchange Act of 1934 (15 U.S.C. 78j–1(c)(1)) is amended by inserting ‘‘(as defined in section 3)’’ after ‘‘issuer’’. SEC. 3. COMMISSION RULES AND ENFORCEMENT. (a) RULEMAKING AUTHORITY.—The Securities and Exchange Commission shall issue such rules and regulations as may be necessary to implement the provisions of this Act. (b) ENFORCEMENT.—The Securities and Exchange Commission shall enforce this Act, and any rules or regulations issued under this Act, in the same manner and with the same power and authority as though all applicable terms and provisions of the Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) were incorporated into and made a part of this Act