By: Cydney Posner

From notes taken at the ABA meeting during the presentation by Corp Fin Director John White (posted by Corporate Counsel): As predicted, expect the SEC to propose another delay in compliance with SOX 404 for non-accelerated filers:

"The proposal to further postpone implementation of 404 for these issuers will be out shortly. The proposal will likely propose to extend the compliance date for the management assessment to fiscal years on or after December 15, 2007 (as opposed to December 16, 2006, as was announced on May 17) and December 15, 2008 for full 404 compliance. There is also some consideration as to whether the management report will be proposed to be furnished rather than filed. Additionally, the proposal will likely address transition relief for new issuers coming into the system (IPOs and FPIs). As set up now, both reports are required in first year after an issuer becomes public. The proposal would likely be to extend the implementation for a year, so the issuer would not have to comply with 404 until after its first 10-K."

Also noted, the SEC executive compensation proposal, coming in at 437 pages, will be posted by August 11. With respect to option backdating, White noted that the Staff "is working with accounting firms to ensure that [conflation of the innocuous and the nefarious] does not occur and thus to avoid some sort of mass stampede of restatements because of misplaced, excessive zeal." White advised that issuers should feel free to call the Staff with any questions on these issues.

Finally, the proposed rules regarding the tender offer/best-price rule and deregistration of foreign private issuers are expected to be considered for approval this Fall.

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