By Cydney Posner

The SEC has adopted amendments to its rules and forms regarding internal control over financial reporting to conform them to the Dodd-Frank Act. The amendments can be found online. Under the amendments, SOX 404(b) will not apply with respect to any audit report prepared for an issuer that is neither an accelerated filer nor a large accelerated filer.

Prior to the DFA, a non-accelerated filer would have been required to include an attestation report of its accountants on ICFR in its 10-K for fiscal years ending on or after June 15, 2010. The SEC is also conforming the disclosure requirements related to inclusion of an attestation report. Non-accelerated filers continue to be required to include a management's report on ICFR.

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